SF-3/A

As filed with the Securities and Exchange Commission on October 1, 2020

Registration No. 333-239650

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

AMENDMENT NO. 2

TO

FORM SF-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

CARVANA RECEIVABLES DEPOSITOR LLC

(Depositor with respect to the Issuing Entities Described Herein)

(Exact Name of Registrant as Specified in its Charters)

Delaware	83-3243432	333-239650	0001770373
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)	(Commission File Number of depositor)	(Central Index Key Number of depositor)

Carvana Receivables Depositor LLC

1930 West Rio Salado Parkway

Tempe, AZ 85281

(480) 719-8809

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

CARVANA, LLC

(Sponsor with respect to the Issuing Entities Described Herein)

(Exact name of Sponsor as Specified in its Charter)

Arizona	0001576462
(State or other jurisdiction of incorporation or organization)	(Central Index Key Number of sponsor)

Paul Breaux, Vice President

Carvana Receivables Depositor LLC

1930 West Rio Salado Parkway

Tempe, AZ 85281

(480) 719-8809

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With Copies To:

Janette A. McMahan Kirkland & Ellis LLP
601 Lexington Avenue
New York, New York 10022 (212) 446-4754 (Counsel to the Registrant and Sponsor) R.J. Carlson
Sidley Austin LLP
787 Seventh Avenue
New York, New York 10019
(212) 839-6730 (Counsel to the Underwriters)

Approximate Date of Commencement of Proposed Sale to the Public: from time to time after the effective date of this Registration Statement as determined in light of market conditions.

If any of the securities being registered on this Form SF-3 are to be offered pursuant to Rule 415 under the Securities Act of 1933, check the following box.  ☒

If this Form SF-3 is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form SF-3 is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price Per Unit	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee(1)
Asset Backed Notes	(2)	100%	(2)	(2)

(1) Calculated in accordance with Rule 457(s) of the Securities Act of 1933.

(2) An unspecified amount of asset backed notes of each identified class is being registered as may from time to time be offered at unspecified prices. The Registrant is deferring payment of all of the registration fees for any such asset backed notes in accordance with Rule 456(c) and 457(s) of the Securities Act of 1933.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and is subject to change, completion or amendment without notice. We may not sell the Notes until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell the Notes or a solicitation of an offer to buy the Notes, nor shall there be any sale of the Notes in any state where such offer, solicitation or sale is not permitted.

Subject to Completion, dated [                ] [    ]. 20[    ]

PROSPECTUS

$[                ]^[(1)]

Carvana Auto Receivables Trust 20[    ]-[    ]

Issuing Entity

(CIK:    )

$                     Class A-1             % Asset Backed Notes

$                     Class A-2[a]             % Asset Backed Notes^[(2)]

[$                     Class A-2b             % Asset Backed Notes⁽²⁾⁽³⁾]

$                     Class A-3             % Asset Backed Notes

$                     Class B             % Asset Backed Notes

$                     Class C             % Asset Backed Notes

$                     Class D             % Asset Backed Notes

$                    Class E             % Asset Backed Notes

[$                     Class N             % Asset Backed Notes]

[(1) [The Issuing Entity will issue notes with an aggregate principal amount of $[    ] or an aggregate principal amount of $[    ] on the Closing Date. The Depositor will make the determination regarding the principal amount of the Notes based on, among other considerations, market conditions at the time of pricing.] [At least 5% (by initial principal amount) of each class of the Notes offered hereby will initially be retained by Carvana or one or more of its majority-owned affiliates in satisfaction of Carvana’s risk retention obligations.] [Carvana, or one of its majority-owned affiliates, will retain [the Class RR Notes/a single vertical security] in satisfaction of the risk retention requirements.] [All or a portion of the Class [    ] Notes may initially be retained by the Depositor or one or more affiliates thereof on the Closing Date.] [All or a portion of the Class [    ] Notes may initially be retained by the Depositor or one or more affiliates thereof on the Closing Date.]

[(2) The allocation of the principal amount between the Class A-2a Notes and the Class A-2b Notes will be determined on the day of pricing of the Notes.]

[(3) The Class A-2b Notes will accrue interest at a floating rate based on a benchmark plus a spread. The benchmark initially will be [One-Month LIBOR] but may be changed in certain circumstances.]

[NOTE: The number of classes, principal repayment and interest accrual terms are for illustrative purposes only. In a particular transaction, there may be more or fewer classes of notes offered (including one or more or no subordinated classes), one or more or no floating rate classes, one or more classes of notes that pay principal and interest pro rata with another class, and one or more classes may be retained or offered privately.]

Carvana Receivables Depositor LLC	Carvana, LLC
Depositor (CIK: 0001770373)	Sponsor and Administrator (CIK: 0001576462)

The underwriters are offering the following classes of Notes pursuant to this prospectus:

Price to Investor

Underwriting Discounts

Net Proceeds*

Class A-1 Notes

$

.

.

%

$

.

.

%

$

.

.

%

Class A-2[(a)] Notes

$

.

.

%

$

.

.

%

$

.

.

%

[Class A-2(b) Notes

$

.

.

%

$

.

.

%

$

.

.

%

Class A-3 Notes

$

.

.

%

$

.

.

%

$

.

.

%

Class B Notes

$

.

.

%

$

.

.

%

$

.

.

%

Class C Notes

$

.

.

%

$

.

.

%

$

.

.

%

Class D Notes

$

.

.

%

$

.

.

%

$

.

.

%

Class E Notes

$

.

.

%

$

.

.

%

$

.

.

%

[Class N Notes

$

.

.

%

$

.

.

%

$

.

.

%

Total

$

.

$

.

$

.

* The net proceeds to the Depositor exclude expenses, estimated at $[                ].

YOU SHOULD CAREFULLY CONSIDER THE RISK FACTORS BEGINNING ON PAGE [    ] IN THIS PROSPECTUS.

The Notes will be obligations of the Issuing Entity only and will not be obligations of or interests in Carvana, the Depositor, or any of their affiliates and are not insured or guaranteed by any government agency. The Notes are payable solely from the assets of the Issuing Entity. The primary assets of the Issuing Entity will be [indirect ownership of] a pool of fixed rate retail installment contracts used to finance the purchase of cars and light trucks. The Issuing Entity will pay interest and principal on the Notes on the [    ] day of each month, or, if [    ] is not a Business Day, the next Business Day, starting on [    ], 20[    ]. The Issuing Entity will generally pay principal sequentially to each class of Offered Notes in order of seniority (starting with the Class A-1 Notes) until each class is paid in full.

The credit enhancement for the Notes will include subordination, overcollateralization, a reserve account and excess collections on the Receivables. Delivery of the Notes, in book-entry form only, will be made through The Depository Trust Company against payments in immediately available funds on or about [                ] [    ], 20[    ].

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

[Underwriters]

The date of this prospectus is [                ] [    ], 20[    ].

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS	ii
PROSPECTUS SUMMARY	1
RISK FACTORS	9
RISKS RELATED TO THE RECEIVABLES	9
RISKS RELATED TO THE NOTES AND THE ISSUING ENTITY	13
RISKS RELATED TO THE TRANSACTION PARTIES	19
SPONSOR	23
DEPOSITOR	24
ISSUING ENTITY	25
GRANTOR TRUST	27
SERVICER	28
INDENTURE TRUSTEE	29
OWNER TRUSTEE [AND GRANTOR TRUST TRUSTEE]	30
[COLLATERAL CUSTODIAN	31
ASSET REPRESENTATIONS REVIEWER	32
[BACKUP SERVICER	33
UNDERWRITING OF RECEIVABLES	34
SERVICING PROCEDURES	36
HISTORICAL PERFORMANCE	39
THE RECEIVABLES	43
REPURCHASE HISTORY	55
PREPAYMENT AND YIELD CONSIDERATIONS	56
USE OF PROCEEDS	64
DESCRIPTION OF THE NOTES	65
CREDIT ENHANCEMENT	70
DISTRIBUTION DATE PAYMENTS	74
THE TRANSACTION DOCUMENTS	78
TRANSACTION FEES AND EXPENSES	94
CERTAIN REGULATORY CONSIDERATIONS	95
CERTAIN MATERIAL FEDERAL INCOME TAX CONSEQUENCES	98
STATE AND LOCAL TAX CONSEQUENCES	104
CERTAIN ERISA CONSIDERATIONS	105
[MONEY MARKET INVESTMENTS	107
PLAN OF DISTRIBUTION	108
CREDIT RISK RETENTION	111
AFFILIATIONS AND RELATIONSHIPS AMONG TRANSACTION PARTIES	115
RATINGS	116
LEGAL PROCEEDINGS	117
LEGAL OPINIONS	118
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE	119
WHERE YOU CAN FIND MORE INFORMATION	120
GLOSSARY	121
STATIC POOL INFORMATION	126

i

ABOUT THIS PROSPECTUS

You should rely only on the information provided in this prospectus [and any pricing supplement hereto], including the information incorporated by reference in this prospectus. We have not authorized anyone to provide you with other or different information. We are not offering the Notes in any state where the offer is not permitted.

This prospectus provides information regarding the pool of Receivables held by the Issuing Entity and the terms of the Offered Notes.

This prospectus begins with two introductory sections describing the Issuing Entity and the Offered Notes in abbreviated form:

• “Prospectus Summary,” which gives a brief introduction of the key features of the Offered Notes and a description of the Receivables; and

• “Risk Factors,” which describes risks that apply to the Offered Notes issued by the Issuing Entity.

This prospectus includes cross references to sections in this prospectus where you can find further related discussions. The “Table of Contents” in this prospectus identifies the pages where these sections are located.

You can find definitions of certain capitalized terms used in this prospectus in the “Glossary,” which appears at the end of this prospectus.

For all tables and charts in this prospectus, the balances and percentages may not total to 100% due to rounding.

To understand the structure of, and risks related to, the Notes, you must read carefully this prospectus in its entirety.

In this prospectus, the terms “Depositor,” “we,” “us” and “our” refer to Carvana Receivables Depositor LLC, and “Carvana” refers to Carvana, LLC, individually and in its roles as administrator and sponsor, as applicable.

TRADEMARKS AND TRADENAMES

This prospectus includes Carvana’s trademark and service mark, “Carvana,” which is protected under applicable intellectual property laws and is the property of the issuer or its subsidiaries. This prospectus also includes references to FICO scores. FICO is a is a federally registered servicemark of Fair Isaac Corporation. Solely for convenience, trademarks and trade names referred to in this prospectus supplement may appear without the ^® or ^™ symbols, but such references are not intended to indicate, in any way, that we or the Fair Isaac Corporation will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensor to these trademarks and trade names.

FORWARD LOOKING STATEMENTS

This prospectus, including information included or incorporated by reference in this prospectus, may contain certain forward-looking statements. Such forward-looking statements include, but are not limited to, statements regarding our or our management’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, such as statements about our future financial performance, including any underlying assumptions, are forward-looking statements.

Forward-looking statements include statements using the words “expect,” “anticipate,” “estimate,” “forecast,” “initiative,” “objective,” “plan,” “goal,” “project,” “outlook,” “priorities,” “target,” “explore,” “positions,” “intend,” “evaluate,” “pursue,” “seek,” “may,” “would,” “could,” “should,” “believe,” “potential,” “continue,” or the negative of these words, or similar expressions which are intended to identify these forward-looking statements. The absence of these words does not mean that a statement is not forward-looking. All statements herein, other than statements of historical fact, including statements about future events and financial performance, are forward-looking statements that involve certain risks and uncertainties. While these statements represent our current judgment on what the future may hold, and we believe these judgments are reasonable, these statements are not guarantees of any events or financial results.

The forward-looking statements made in this prospectus speak only as of the date stated on the cover of this prospectus. The Issuing Entity and the Depositor undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by federal securities law.

ii

PROSPECTUS SUMMARY

This summary describes the material terms of the notes offered by the prospectus (the “Offered Notes”) and this securitization transaction. The Offered Notes will be issued pursuant to an indenture, to be dated as of the Closing Date, among the Issuing Entity[, the Grantor Trust,] and the Indenture Trustee (the “Indenture”). This summary does not contain all of the information that may be important to you in making an investment decision. Material risks of ownership of the Notes are discussed under the heading “Risk Factors.”

THE OFFERED NOTES⁽¹⁾

	Class A-1 Notes[(6)]	Class A-2[a] Notes[(9)]	[Class A-2b Notes	Class A-3 Notes	Class B Notes	Class C Notes	Class D Notes	Class E Notes	[Class N Notes
Principal Amount[(2)]	$[    ]	$[    ]	$[    ]	$[    ]	$[    ]	$[    ]	$[    ]	$[    ]	$[    ]
Offered Amount(3)	$[    ]	$[    ]	$[    ]	$[    ]	$[    ]	$[    ]	$[    ]	$[    ]	$[    ]
Interest Rate	[    ]%	[    ]%	[LIBOR]+     %(10)	[    ]%	[    ]%	[    ]%	[    ]%	[    ]%	[    ]%
Interest Accrual(4)	[Actual/ 360]	30/360	[Actual/ 360]	30/360	30/360	30/360	30/360	30/360	30/360
Payment Frequency(5)	[Monthly]	[Monthly]	[Monthly]	[Monthly]	[Monthly]	[Monthly]	[Monthly]	[Monthly]	[Monthly]
Expected Final Distribution Date (Distribution Date In) (7)	[        ] 20[    ]	[        ] 20[    ]	[        ] 20[    ]	[        ] 20[    ]	[        ] 20[    ]	[        ] 20[    ]	[        ] 20[    ]	[        ] 20[    ]	[        ] 20[    ]
Final Scheduled Distribution Date (Distribution Date In)	[        ] 20[    ]	[        ] 20[    ]	[        ] 20[    ]	[        ] 20[    ]	[        ] 20[    ]	[        ] 20[    ]	[        ] 20[    ]	[        ] 20[    ]	[        ] 20[    ]
Minimum Denominations (Integral Multiples)	$[    ] ($[    ])	$[    ] ($[    ])	$[    ] ($[    ])	$[    ] ($[    ])	$[    ] ($[    ])	$[    ] ($[    ])	$[    ] ($[    ])	$[    ] ($[    ])	$[    ] ($[    ])
Subordinated Classes	A-2, A-3,(8) B, C, D, E[, N]	A-3, (8) B, C, D, E, [N] (7)	A-3, (8) B, C, D, E, [N] (7)	B, C, D, E, [N] (8)	C, D, E[, N]	D, E[, N]	E[, N]	[N]	None
Pari Passu Classes	A-2, A-3(8)	A-1(8), [A-2b,] A-3	A-1(8), [A-2a,] A-3	A-1(8), A-2	None	None	None	None	None
Price to Investors	%	%	%]	%	%	%	%	%	%]

(1) The Issuing Entity will also issue [the Class XS Notes (collectively with the Offered Notes, the “Notes”) pursuant to the Indenture and] certificates that evidence beneficial interests in the Issuing Entity (the “Certificates” and, together with the Notes, the “Securities”), which are not being offered by this prospectus. [All or a portion of the Class [ ] Notes may be retained by the Depositor or one or more of its affiliates on the Closing Date.] [See “Description of the Notes—The Class XS Notes.”]

[(2) The Notes will have an aggregate principal amount of $[    ] or an aggregate principal amount of $[    ] on the Closing Date. If the aggregate principal amount of the Notes is $[    ], the Notes will be issued in the following applicable initial principal amounts: $[    ] of Class A-1 Notes, $[    ] of Class A-2 Notes, $[    ] of Class A-3 Notes, $[    ] of Class B Notes, $[    ] of Class C Notes, $[    ] of Class D Notes, [and] $[    ] of Class E Notes[, and $[    ] of Class N Notes]. The Depositor will make the determination regarding the initial principal amount of the Notes based on, among other considerations, market conditions at the time of pricing. See “Risk Factors—Risks Related to the Notes and the Issuing Entity—Risks associated with unknown aggregate principal amount of the Notes prior to pricing.” Unless stated otherwise, the discussions in the prospectus assume the aggregate principal amount of Notes issued to be $[    ].]

(3) [At least 5% (by principal amount) of each class of the Notes will be retained by Carvana or one or more if its majority-owned affiliates in satisfaction of Carvana’s risk retention obligations described under “Credit Risk Retention.”][Carvana will retain [the Class RR Notes/a single vertical security] in satisfaction of the risk retention requirements.]

(4) Interest will accrue on the Notes from and including the Closing Date to but excluding the first Distribution Date and for each period thereafter, as set forth in the table above. See “Description of the Notes—Interest Payments.”

(5) The Issuing Entity will pay interest and principal on the Notes on the [    ] day of each month, or, if such day is not a Business Day (each, a “Distribution Date”), the next Business Day, starting in [    ], 20[    ]. [The Issuing Entity will not pay principal on the Notes on any Distribution Date related to the Revolving Period.] See “Description of the Notes—Interest Payments,” “Description of the Notes—Payments of Principal,” “Distribution Date Payments,” and “Distribution Date Payments—Distribution Date Payments After Acceleration of the Notes.”

[(6) The Class A-1 Notes will be structured to be “eligible securities” for purchase by money market funds under Rule 2a-7 under the Investment Company Act. See “Money Market Investments.”]

(7) The Expected Final Distribution Date of the Offered Notes to be based upon certain prepayment assumptions based on [    ]% ABS [and that the Servicer (or its designee) exercises its cleanup call option]. See “Prepayment and Yield Considerations.”

(8) Payments of interest are made ratably to the Class A Notes. If the Notes are accelerated following the occurrence of an Event of Default under the Indenture, principal payments will be made ratably to the Class A-2 Notes, and the Class A-3 Notes after the Class A-1 Notes have been paid in full.

[(9) The allocation of the principal amount between the Class A-2a Notes and the Class A-2b Notes will be determined on the day of pricing of the Notes.] [The Depositor expects that the principal amount of the Class A-2b Notes will not exceed $[    ] [if the aggregate principal amount of the Offered Notes is $[    ] on the Closing Date, and $[    ], if the aggregate principal amount of the Offered Notes is $[    ]].

[(10) If the sum of One-Month LIBOR plus the applicable spread is less than 0.00% for any interest accrual period, then the interest rate for the Class A-2b Notes for such interest accrual period will be deemed to be zero. See “Description of the Notes—Interest Payments” and “Distribution Date Payments.”] [The Issuing Entity will enter into a corresponding interest rate [swap] [cap] with respect to each class or tranche of floating rate notes. See “Credit Enhancement—Interest Rate [Swaps][Caps].”]

[NOTE: The number of classes, principal repayment and interest accrual terms are for illustrative purposes only. In a particular transaction, there may be more or fewer classes of notes offered (including one or more or no subordinated classes), one or more or no floating rate classes, one or more classes of notes that pay principal and interest pro rata with another class, and one or more classes may be retained or offered privately.]

1

TRANSACTION PARTIES

Sponsor	Carvana, LLC
Depositor	Carvana Receivables Depositor LLC
Issuing Entity	Carvana Auto Receivables Trust 20[    ]-[    ]
[Grantor Trust	Carvana Auto Receivables Grantor Trust 20[    ]-[    ]]
Administrator	Carvana, LLC
Servicer	Bridgecrest Credit Company, LLC
Owner Trustee	[                 ]
[Grantor Trust Trustee]	[                 ]]
Indenture Trustee	[                 ]
Collateral Custodian	[                 ]
[Backup Servicer	[                 ]]
[Asset Representations Reviewer	[                 ]]
[Swap [Cap] Counterparty	[                 ]]

TRANSACTION OVERVIEW

(A) Carvana will sell fixed rate retail installment contracts used to finance the purchase of cars and light duty trucks that were originated by Carvana (the “Receivables”) to the Depositor pursuant to the Receivables Purchase Agreement.

(B) The Depositor will sell the Receivables to the Issuing Entity in exchange for the Securities pursuant to the Receivables Transfer Agreement.

[(C) The Issuing Entity will transfer the Receivables to the Grantor Trust in exchange for the Grantor Trust Certificate pursuant to the Receivables Contribution Agreement.]

(D) The Depositor will sell the Offered Notes to the underwriters pursuant to the Underwriting Agreement and will use the net proceeds from the sale of the Offered Notes to pay Carvana for the Receivables.

The Issuing Entity will rely upon [distributions by the Grantor Trust of] collections the Receivables and the funds on deposit in the Reserve Account to make payments on the Offered Notes.]

The “Closing Date” will be on or about [                ] [    ], 20[    ].

THE RECEIVABLES

The Issuing Entity will [indirectly] own a pool of Receivables and other related property, including:

• the right to receive payments made on the Receivables after the “[Initial] Cutoff Date,” which will be on or about [                ] [    ], 20[    ];

• [following the transfer of additional pools of Receivables to the Issuing Entity, the right to receive payments made on such Receivables as of designated date (with respect to each pool of Receivables, a “Subsequent Cutoff Date”);]

• [the interest rate [swaps][caps] and contingent assignment, if any;]

• security interests in the motor vehicles financed by the Receivables;

• any proceeds from claims on certain related insurance policies;

• rights to amounts on deposit in the Reserve Account [and the Class N Reserve Account] [, but excluding [(i)] any income earned on those deposits[, and (ii) any deposits in the Class N Reserve Account remaining after the Class N Notes are paid in full;]] and

• rights under the Transaction Documents.

The information presented in this prospectus relates to pool of Receivables as of the [Initial] Cutoff Date (the “[Initial] Pool”). [During the [Funding Period] [Revolving Period], the Depositor will transfer additional pools of Receivables to the Issuing Entity to the extent it purchases them from Carvana. We refer to the pool of Receivables as of the end of the [Funding Period] [Revolving Period] as the “Final Pool.”]

[Substantially all of the Receivables in the [Initial] Pool are[, and substantially all of the Receivables in the Final Pool will be,] obligations of non-prime credit quality obligors with a [Deal Score] of [    ] or lower at the time of origination. See “Underwriting of Receivables—Proprietary Risk Models” for a discussion of Carvana’s Deal Score.]

For a more detailed description of the Receivables, including the criteria they must meet in order to be included in the [Initial] Pool, and the other property supporting the Notes, see “The Receivables.”

2

Summary Characteristics

As of the [Initial] Cutoff Date, the Receivables had the following characteristics:

Pool Balance	$
Number of Receivables
Average Principal Balance	$
Weighted Average APR(1)		%
Weighted Average Original Term(1)		months
Weighted Average Remaining Term(1)		months
Non-Zero Weighted Average FICO Score(1) (2)

(1) Weighted by principal balance of the Receivables.

(2) Reflects only Receivables with at least one obligor that has a FICO score at the time of application. The FICO score with respect to any Receivable with co-obligors is calculated as (1) the average of each obligor’s FICO score at the time of application, if both co-obligors have FICO scores at that time or (2) the co-obligor’s FICO score at the time of application, if the primary obligor does not have a FICO score at that time.

[If the aggregate principal amount of the Offered Notes is $[    ] on the Closing Date, as of the [Initial] Cutoff Date, the Receivables had the following characteristics:

Pool Balance	$
Number of Receivables
Average Principal Balance	$
Weighted Average APR(1)		%
Weighted Average Original Term(1)		months
Weighted Average Remaining Term(1)		months
Non-Zero Weighted Average FICO Score(1) (2)

(1) Weighted by principal balance of the Receivables.

(2) Reflects only Receivables with at least one obligor that has a FICO score at the time of application. The FICO score with respect to any Receivable with co-obligors is calculated as (1) the average of each obligor’s FICO score at the time of application, if both co-obligors have FICO scores at that time or (2) the co-obligor’s FICO score at the time of application, if the primary obligor does not have a FICO score at that time.]

Underwriting Program

The underwriting process for Carvana is described under “Underwriting of Receivables.” [None] of the Receivables were originated with exceptions to Carvana’s written underwriting guidelines.

The [Depositor] performed a review of the [Initial] Pool, including a review of the ongoing processes and procedures used by Carvana [and the Servicer] and a review of the underlying data and disclosure regarding the Receivables. The Depositor concluded that it has reasonable assurance that the disclosure regarding the [Initial] Pool in this prospectus is accurate in all material respects. See “The Receivables—Depositor Review of the [Initial] Pool.”

[To the extent material, insert disclosure regarding the number of Receivables included in the [Initial] Pool that have been subject to a waiver, modification or extension, including a description of the type of waiver, modification and extension.]

Repurchases [or substitutions] of Receivables and Indemnities

Each of Carvana and the Depositor will be obligated to repurchase [or substitute] any Receivable transferred to the Issuing Entity if:

• one of Carvana’s [or the Depositor’s] representations or warranties[, as applicable,] is breached with respect to that Receivable;

• the interests of the investors, taken as a whole, in such the Receivables is materially and adversely affected by the breach; and

• the breach has not been cured following the discovery by or notice to Carvana [or the Depositor, as applicable,] of the breach.

For a more detailed description of the representations and warranties made about the Receivables and the repurchase [or substitution] obligations if these representations and warranties are breached, see “The Transaction Documents—Sale and Assignment of Receivables” and “The Receivables—Certain Legal Considerations of the Receivables—Security Interests in the Financed Vehicles.”

Additionally, the Servicer may be required to indemnify the Issuing Entity in connection with the breach of certain servicing covenants related to the Receivables, as described under “The Transaction Documents—Sale and Assignment of Receivables” and “The Transaction Documents— The Servicing Agreement and Servicing of the Receivables—Limitation on Servicer Liability and Indemnification.”

Asset Representations Review

If the Delinquency Trigger is met or exceeded for a monthly period, Noteholders (other than Carvana and its affiliates) representing at least 5% of the Aggregate Note Principal Amount may request a vote on requiring an asset representations review, which will be conducted if a majority of the Noteholders that vote approve the request and at least 5% of the Noteholders by Aggregate Note Principal Amount cast a vote. See “The Transaction Documents—Asset Representations Review Agreement—Voting.” The Asset Representations Reviewer will review all Receivables that are more than [60] days delinquent to determine if the representations and warranties were satisfied as of the Closing Date [or the related Subsequent Transfer Date] (or such other date as indicated in the related representations and warranties). For a description of the asset representations review process, see “The Transaction Documents—Asset Representations Review Agreement.”

Dispute Resolution

If a request is made for the repurchase of a Receivable due to a breach of a representation or warranty made by Carvana [or the Depositor], and the repurchase request is not resolved within 180 days after receipt by Carvana [or the Depositor] of notice,

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the requesting party will have the right to refer the matter, in its discretion, to either mediation or binding third-party arbitration. See “The Receivables—Dispute Resolution.”

[PRE-FUNDING ACCOUNT

On the Closing Date, the Pre-Funded Amount of $ [                ] will be deposited into a segregated trust account (the “Pre-Funding Account”) and used to acquire additional Receivables from the Depositor during the Funding Period. On each date during the Funding Period and after the Closing Date that the Depositor transfers additional Receivables to the Issuing Entity (each, a “Subsequent Transfer Date”), (1) an amount equal to [    ]% of the principal balances as of the related Subsequent Cutoff Date of all Receivables transferred on such Subsequent Transfer Date will be withdrawn from the Pre-Funding Account and (2) from those funds, an amount equal to the related Reserve Account Subsequent Transfer Deposit will be deposited into the Reserve Account and the remainder will be paid to the Depositor for such Receivables. The duration of the Funding Period will not extend beyond one year after the Closing Date and the amount of proceeds deposited into the Pre-Funding Account will not exceed 25% of the offering proceeds.

The “Funding Period” will be the period from and including the Closing Date until the earliest of (1) the date on which the amount on deposit in the Pre-Funding Account is not greater than $[                ], (2) the occurrence of an Event of Default under the Indenture, (3) the occurrence of a Servicer Termination Event under the Servicing Agreement, (4) the occurrence of specified events of insolvency with respect to the Depositor, and (5) the close of business on the last Business Day of [                ].

Any amount remaining in the Pre-Funding Account at the end of the Funding Period will be payable to the investors as a mandatory prepayment. For further information, please see “The Receivables Pool—The Additional Receivables.”]

[Mandatory Prepayment

The Notes will be prepaid in whole or in part on the Distribution Date immediately following the calendar month in which the last day of the Funding Period occurs if and to the extent any amounts remain on deposit in the Pre-Funding Account on that Distribution Date after giving effect to the purchase of all additional Receivables. This mandatory prepayment will be applied to each class of Notes in accordance with the principal payment priorities described under “Distribution Date Payments.”]

[THE REVOLVING PERIOD

The Issuing Entity will not make payments of principal on the Notes on Distribution Dates related to the Revolving Period.

The “Revolving Period” consists of the monthly periods from the Closing Date through [    ], and the related Distribution Dates. We refer to the monthly periods and the related Distribution Dates following the Revolving Period as the “Amortization Period.” If an early amortization event occurs, the Revolving Period will terminate early, and the Amortization Period will begin. See “Description of the Notes—The Revolving Period.”

On each Distribution Date during the Revolving Period, amounts otherwise available to make principal payments on the Notes will be applied to purchase Receivables from Carvana through the Depositor. See “The Receivables—Criteria Applicable to the Selection of Additional Receivables During the [Funding Period] [Revolving Period].”

The amount of additional Receivables and percentage of the Final Pool such additional Receivables will constitute will be determined by the amount of cash available from payments and prepayments on existing assets. There are no stated limits on the amount of Receivables allowed to be purchased during the Revolving Period in terms of either dollars or as a percentage of the Initial Pool. See “Description of the Notes —The Revolving Period.”

To the extent that the amount allocated for the purchase of Receivables are not used on a particular Distribution Date, such amount will be deposited into a segregated trust account (the “Accumulation Account”) and will be available on subsequent Distribution Dates during the Revolving Period to purchase Receivables from Carvana through the Depositor.

[Receivables purchased from Carvana during the [Revolving Period] must meet substantially similar criteria to the Receivables included in the Initial Pool. See “The Receivables—Criteria Applicable to the Selection of Additional Receivables During the [Funding Period] [Revolving Period]].”

[The Revolving Period will not extend for a period of more than three years from the date of issuance pursuant to Item 1101(c)(3)(iii) of Regulation AB.]]

CREDIT ENHANCEMENT

The credit enhancement for the Offered Notes generally will include the following:

Subordination

The Class A-2 Notes, the Class A-3 Notes, Class B Notes, the Class C Notes, the Class D Notes, [and] the Class E Notes[, and the Class N Notes] will be subordinated to each class of Notes with a higher alphabetical designation or lower numerical designation in some circumstances. On each Distribution Date:

• no interest will be paid on any such class of Notes (other than the Class A Notes, which will receive ratable interest payments among such classes) until all interest due on each class of Notes with a higher alphabetical designation has been paid in full through the related interest period, including, to the extent lawful, interest on overdue interest;

• if the Notes have been accelerated following the occurrence of an Event of Default under the Indenture, no interest will be paid on any such class of Notes (other than the Class A Notes, which will receive ratable interest payments among such classes) until all payments of principal have been made on each class of Notes with a higher alphabetical designation; and

• no principal will be paid on any such class of Notes[, other than the Class N Notes,] until all principal due on each class of Notes with a higher alphabetical designation or lower numerical designation has been paid in full.

[In addition, if the Notes are accelerated following the occurrence of an Event of Default under the Indenture, principal payments will be made ratably to the Class A-2 Notes and the Class A-3 Notes after the Class A-1 Notes have been paid in full.]

Overcollateralization

Overcollateralization represents the amount by which Pool Balance exceeds the Aggregate Note Principal Amount [(other than the Class N Notes)]. Overcollateralization will be available to absorb losses on the Receivables that are not otherwise covered by excess collections on the Receivables, if any. On the

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Closing Date, the amount of overcollateralization will be $[    ], or approximately [ ]% of the [Initial] Cutoff Date Pool Balance. [During the Amortization Period,] [the application of the Regular Principal Distributable Amount is designed to [increase] [maintain] over time the amount of overcollateralization as of any Distribution Date to a target amount. The “Overcollateralization Target Amount” will be an amount equal [the greater of (1) [    ]% of the Pool Balance as of the end of the related Collection Period and (2)] [                ]% of the Pool Balance as of the [Initial] Cutoff Date (the “Initial Pool Balance”). [During the Amortization Period, the Overcollateralization Target Amount will be [ ]% of the Initial Pool Balance [for so long as the Class [A-2] Notes are outstanding. After the Class [A-2] Notes are paid in full, the Overcollateralization Target Amount will be reduced to [    ]% of the Initial Pool Balance.]]

[Depositor Repurchase Option

The Depositor has a one-time option to purchase the Receivables in an amount no greater than [    ]% of the Initial Pool Balance.]

Excess Collections

Excess collections are generally the excess of Interest Collections on the Receivables over certain fees and expenses of the Issuing Entity, including the Servicing Strip Amount, interest payments on the Notes and certain required principal payments on the Notes [and any amounts due to the [Swap] [Cap] Counterparty under the interest rate [swap] [cap]]. Any excess collections will be applied on each Distribution Date [during the Amortization Period] to make principal payments on the Notes to the extent necessary to [reach] [maintain] the Overcollateralization Target Amount.

For a detailed description of the use of excess collections as a credit enhancement for the Notes, see “Credit Enhancement—Excess Collections.”

Reserve Account

On the Closing Date, $[    ] in cash or eligible investments will be deposited into the Reserve Account. Available Funds, to the extent available for this purpose, will be added to the Reserve Account on each Distribution Date, until the amount in the Reserve Account equals the Specified Reserve Account Balance. To the extent that Available Funds are not sufficient to pay certain expense, interest on the Notes, and[, during the Amortization Period,] the Aggregate Priority PDA, the amount previously deposited in the Reserve Account provides an additional source of funds for those payments. For a description of the Reserve Account and the calculation of the Specified Reserve Account Balance, see “Credit Enhancement—Reserve Account.”

[Class N Reserve Account

On the Closing Date, $[    ] in cash or eligible investments will be deposited into the Class N Reserve Account to be used for payments on the Class N Notes. Available Funds, to the extent available for this purpose, will be added to the Class N Reserve Account on each Distribution Date, until the amount in the Class N Reserve Account equals the Specified Class N Reserve Account Balance. For a description of the Class N Reserve Account and the calculation of the Specified Class N Reserve Account Balance, see “Credit Enhancement—Class N Reserve Account.”]

[Negative Carry Account

On the Closing Date, $[                ] will be deposited into a segregated trust account (the “Negative Carry Account”). On each Distribution Date related to a calendar month in the Funding Period, the Indenture Trustee will withdraw the amount by which the total interest payable to the Noteholders with respect to the pre-funded portion of the pool exceeds the investment earnings on the Pre-Funded Amount during the preceding calendar month (the “Negative Carry Amount”) and deposit it into the Collection Account. Such amount will become part of Available Funds for that Distribution Date.

PRIORITY OF DISTRIBUTIONS

[Revolving Period

On each Distribution Date during the Revolving Period, from Available Funds, the Issuing Entity will pay the following amounts in the following order of priority:

Amortization Period]

On each Distribution Date [during the Amortization Period], unless the Notes have been accelerated following the occurrence of an Event of Default under the Indenture, from Available Funds, the Issuing Entity will pay the following amounts in the following order of priority:

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Amounts designated by the Issuing Entity as a Regular Principal Distributable Amount will be applied in the following order of priority:

For a detailed description of the priority of distributions and the allocation of funds on each Distribution Date prior to an acceleration of the Notes, see “Distribution Date Payments.”

Acceleration of the Notes

On each Distribution Date following the occurrence of an Event of Default and acceleration of the Notes under the Indenture, from Available Funds, the Issuing Entity will pay the following amounts in the following order of priority:

For a detailed description of the priority of distributions and the allocation of funds on each Distribution Date following an acceleration of the Notes, see “Distribution Date Payments—Distribution Date Payments After Acceleration of the Notes.”

[Note: These priority of payments are for illustrative purposes only. Interest and/or principal of one or more classes of notes may be subordinated to payments on other classes of notes in a variety of situations in any given transaction.]

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EVENTS OF DEFAULT AND ACCELERATION

Each of the following will constitute an Event of Default under the Indenture:

• a default in the payment of interest on any Note [(other than a Class XS Note)] of the Controlling Class for five Business Days;

• a default in the payment of principal of any class of Notes [(other than the Class XS Notes)] and accrued but unpaid interest due on any class of Notes [(other than the Class XS Notes)] on the related Final Scheduled Distribution Date;

• a default in the payment in full of any other amounts due on the Notes [(other than the Class XS Notes)], when such payment becomes due and payable, to the extent funds are available therefor, for five Business Days;

• a material default in the observance or performance of any other covenant or agreement of the Issuing Entity made in the Indenture that is not cured for a period of 60 consecutive days after written notice;

• any representation or warranty made by the Issuing Entity having been incorrect in any material respect as of the time made that is not cured for a period of 60 consecutive days after written notice; and

• certain events of bankruptcy, insolvency, receivership or liquidation of the Issuing Entity or its property.

Following the occurrence and during the continuance of an Event of Default the holders of [a majority] of the Controlling Class (the “Requisite Noteholders”) may direct the Indenture Trustee to accelerate the Notes.

For a more detailed description of Events of Default and the rights of Noteholders, see “The Transaction Documents—Indenture—Events of Default.”

[INTEREST RATE [SWAPS][CAPS]

For each class or tranche of floating rate notes, if any, the Issuing Entity will [not] enter into an interest rate [swap] [cap] [with the [Swap] [Cap] Counterparty].

[Under each interest rate swap, on the Business Day prior to each Distribution Date, the Issuing Entity will be obligated to pay the Swap Counterparty an amount based on the notional amount of the swap and a fixed interest rate and the Swap Counterparty will be obligated to pay the Issuing Entity an amount based on the notional amount of the swap and a floating interest rate of [One-Month LIBOR] plus an applicable spread. For each swap, the notional amount will equal the outstanding principal balance of the related class or tranche of floating rate notes. See “Credit Enhancement—Interest Rate [Swaps][Caps]” for additional information.]

[Under each interest rate cap, the Issuing Entity will be required to pay the purchase price for each interest rate cap on or before the [effective date of such interest rate cap] [Closing Date] and, following the payment of such purchase price, will have no further payment obligations with respect to such cap. On the Business Day prior to each Distribution Date, the Cap

Counterparty will be obligated to pay the Issuing Entity an amount based on the notional amount of the cap and the excess of the interest rate on each class or tranche of floating rate notes over an interest rate equal to [One-Month LIBOR] plus an applicable spread, which amount will not be less than zero. See “Credit Enhancement—Interest Rate [Swaps][Caps]” for additional information.]

SERVICING AND SERVICER COMPENSATION

The Servicer will service the Receivables. As compensation for its services, the Servicer will be entitled to receive a fee (the “Servicing Fee”) equal to [an amount agreed to between [Carvana] and the Servicer that will not exceed an amount equal to the product of (i) [    ]% of the Pool Balance as of the first day of that Collection Period (or, in the case of the first Distribution Date, the Pool Balance as of [                ] [    ], 20[ ]) times (ii) a fraction equal to 1/12] [[an amount equal to the product of [ ]% of the Pool Balance as of the first day of that Collection Period (or in the case of the first Distribution Date, the Pool Balance as of [                ], 20[    ]) times (ii) a fraction equal to 1/12]. [On each Distribution Date, the Servicing Fee will be payable from the “Servicing Strip Amount” for such Distribution Date which will be an amount equal to the product of (i) [                ]% of the Pool Balance as of the first day of that Collection Period (or, in the case of the first Distribution Date, the Pool Balance as of [                ] [    ], 20[ ]) times (ii) a fraction equal to 1/12.] In addition, the Servicer will also be entitled to retain “Supplemental Servicing Fees,” which include any late fees, insufficient fund fees or similar fees and charges collected during a monthly Collection Period. To the extent that the Servicing Strip Amount exceeds the fees owed to the Servicer, or successor servicer, as applicable, such amount (the “Excess Servicing Strip Amount”) will be paid to the holders of the Class XS Notes. See “Transaction Fees and Expenses” for more information about the Servicing Fee, the Servicing Strip Amount, and the Excess Servicing Strip Amount, and “Servicing Procedures” for more information about the Servicer’s responsibilities.

OPTIONAL REDEMPTION

The Servicer (or its designee) has the option to purchase the Receivables on any Distribution Date following the last day of a Collection Period as of which the Pool Balance is [    ]% or less of the Initial Pool Balance. Upon such a purchase, the purchase price will be used to redeem the Notes [(other than the Class XS Notes)] [and to pay all amounts owing to parties under the Transaction Documents, including the [Swap] [Cap] Counterparty under the interest rate [swaps] [caps]]. See “Description of the Notes—Optional Redemption.”

RATINGS

The Offered Notes are expected to receive credit ratings from [at least] [two] nationally recognized rating agencies hired by Carvana (the “Hired Rating Agencies”). The Hired Rating Agencies have discretion to monitor and adjust the ratings on the Offered Notes.

The Offered Notes may receive an unsolicited rating that is different from the ratings provided by the Hired Rating Agencies. As of the date of this prospectus, we are not aware of any unsolicited ratings on the Offered Notes. A rating, or a

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change or withdrawal of a rating, by one rating agency will not necessarily correspond to a rating, or a change or a withdrawal of a rating, from any other rating agency. See “Risk Factors—The ratings for the Offered Notes are limited in scope, may be unsolicited, may not continue to be issued and do not consider the suitability of the Offered Notes for you” for more information.

TAX CONSIDERATIONS

Subject to considerations discussed under the heading “Certain ERISA Considerations,” (i) the Class A Notes[, Class B Notes, Class C Notes and Class D Notes] will be characterized[, and the Class E Notes should be characterized,] as indebtedness for federal income tax purposes to the extent such Notes are treated as beneficially owned by a person other than Carvana or its affiliates for such purposes, [(ii) the Issuing Entity should[, and the Grantor Trust will,] be classified as a grantor trust under the Code,] (iii) the Issuing Entity will not be taxable as an association or publicly traded partnership taxable as a corporation for federal income tax purposes[, and] [(iv) the activities of the Issuing Entity should not cause it to be considered to be engaged in a United States trade or business for federal income tax purposes].

Each investor, by accepting an Offered Note, will agree to treat the Offered Note as indebtedness for federal, state, and local income and franchise tax purposes.

For a detailed description of the tax consequences of acquiring, holding and disposing of Offered Notes, see “Certain Material Federal Income Tax Consequences.”

ERISA CONSIDERATIONS

Subject to considerations discussed under the heading “Certain ERISA Considerations,” the Class A Notes, Class B Notes, Class C Notes and Class D Notes generally may be acquired with the assets of employee benefit plans and other retirement arrangements. Each person acquiring the Offered Notes with such assets should consult with its legal advisors before purchasing the Offered Notes and will be deemed to have made certain representations, warranties and covenants described and the Indenture. The [Class E Notes] [and the Class N Notes] may not be acquired by or on behalf of any employee benefit plans or other retirement arrangements subject to ERISA or Section 4975 of the Code, any entity or account deemed to hold the “plan assets” of the foregoing, or any plan subject to any similar laws (unless such acquisition will not give rise to a violation of such similar law).

For a detailed description of the ERISA considerations applicable to a purchase of the Offered Notes, see “Certain ERISA Considerations.”

INVESTMENT COMPANY ACT CONSIDERATIONS

The Issuing Entity is not registered or required to be registered as an “investment company” under the Investment Company Act. In determining that the Issuing Entity is not required to be registered as an investment company, the Issuing Entity will be relying on an exemption provided by [Rule 3a-7] of the Investment Company Act, although there may be additional exclusions or exemptions available to the Issuing Entity. As of the Closing Date, the Issuing Entity will be structured so as not

to constitute a “covered fund” for the purposes of the regulations adopted to implement Section 619 of the Dodd-Frank Act.

EUROPEAN SECURITIZATION RULES

Neither Carvana, the Depositor, nor any other person intends or is required to retain a material net economic interest in the securitization constituted by the issue of the Securities, or to take any other action in respect of such securitization in a manner prescribed or contemplated by the Securitization Regulation (Regulation (EU) 2017/2402). In particular, no such person undertakes to take any action which may be required by any investor for the purposes of their compliance with such Regulation or similar requirements. See “Risk Factors—Risks Related to the Notes and the Issuing Entity—Certain European requirements regarding securitization may result in reduced liquidity.”

GENERAL CORPORATE INFORMATION

Carvana was formed in the State of Arizona in 2012, and the Depositor was formed in the State of Delaware in 2019. The corporate headquarters of Carvana and the Depositor is located at 1930 W. Rio Salado Parkway, Tempe, Arizona 85281. Our telephone number is [(480) 719-8809].

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RISK FACTORS

Investment in the Offered Notes involves certain risks. In addition to the other information contained in this prospectus, prospective investors should carefully consider the following risk factors before purchasing the Offered Notes. Although the following risks are generally described separately, prospective investors in the Offered Notes should consider the potential effects of the occurrence of multiple risks simultaneously. Where more than one significant risk is present, the risk of loss may be significantly increased. The order in which these considerations are presented is not intended to represent the magnitude of risks discussed.

[Adverse events arising from the global Coronavirus outbreak could result in delays in payments or losses on your Securities

An outbreak of a new strain of coronavirus (“COVID-19”) has spread throughout the world, including to the United States. The outbreak has been declared to be a public health emergency of international concern by the World Health Organization, and the president of the United States has made a declaration under the Robert T. Stafford Disaster Relief and Emergency Assistance Act. A significant number of countries and the majority of U.S. state governments have also made emergency declarations related to the outbreak and have attempted to slow community spread of COVID-19 by providing social distancing guidelines, issuing stay-at-home orders and mandating the closure of certain non-essential businesses. The outbreak has caused substantial disruption and volatility in the credit markets which may continue for an extended period or indefinitely, may lead to a recession or depression in the United States and globally and may adversely affect the performance and value of the Securities. These circumstances may also have an adverse effect on the ability of obligors to make timely payments and market for used vehicles which may increase the losses related to defaulted Receivables and result in losses on the Securities.

It is unclear how many obligors have been and will continue to be adversely affected by the outbreak and related efforts by the government to slow the spread of COVID-19 throughout the nation. Certain governmental authorities, including federal, state or local governments, could enact, and in some cases already have enacted, laws, regulations, executive orders or other guidance that allow obligors to forgo making scheduled payments for some period of time, require modifications to the Receivables (e.g., waiving accrued interest), or preclude creditors from exercising certain rights or taking certain actions with respect to collateral, including repossession or liquidation of the financed vehicles. Additionally, the continued spread of COVID-19 may ultimately result in staffing problems in various industries and businesses as staff members become ill or seek to avoid becoming ill. Many businesses are reviewing and adjusting their business continuity plans to change how and from where their staff members work in light of the outbreak. Consequently, the ability of Carvana, the Servicer, or other transaction parties to perform their respective obligations under the Transaction Documents could be diminished by regulatory actions related to the outbreak and disruptions in the economy and the financial markets.

Furthermore, as discussed under “The Transaction Documents— The Servicing Agreement and Servicing of the Receivables—Duties of the Servicer,” to the extent the COVID-19 outbreak or an economic downturn results in increased financial hardship for obligors, the Servicer has, and may continue to implement, a range of actions with respect to affected obligors and the related Receivables to extend or modify the payment schedule consistent with the Servicer’s customary servicing practices. The Servicer has experienced a sharp increase in requests for extensions and modifications related to COVID-19 nationwide, and this increase may continue.

Because a pandemic such as COVID-19 has not occurred in recent years, historical loss experience is likely to not accurately predict the performance of the Receivables. All of the foregoing could have a negative effect on the performance of the Receivables and, as a result, you may experience delays in payments or losses on your Securities.

To the extent the COVID-19 pandemic adversely affects the United States economy (including the ability of obligors to make timely payments on the Receivables), financial markets, or the business or operations of Carvana or the Servicer, it may also have the effect of heightening many of the other risks described in this “Risk Factors” section, such as those related to the ability of obligors to make timely payments on the Receivables, used vehicle values, the risks of geographic concentration of the obligors, and the performance, market value, credit ratings and secondary market liquidity of your Securities.]

RISKS RELATED TO THE RECEIVABLES

[The characteristics of the Receivables in the Final Pool may differ from the characteristics of the Receivables in the Initial Pool

This prospectus describes only the characteristics of the Initial Pool. The Receivables purchased by the Issuing Entity during the [Revolving Period][Funding Period] may have characteristics that differ from the Receivables in the Initial Pool. [See “The Receivables— Criteria Applicable to the Selection of Additional Receivables During the [Funding Period] [Revolving Period]” and “Risk Factors—Risks Related to the Transaction Parties—The Servicer has discretion over the servicing the Receivables and selling Charged-Off Receivables and the manner in which the Servicer applies that discretion may impact the amount and timing of funds available to pay principal and interest on the Notes.”]

There can be no assurance that the characteristics of the Final Pool will not materially differ from the characteristics of the Initial Pool disclosed in this prospectus, including differences in credit quality and seasoning, the distribution by annual percentage rate, and geographic distribution. See “The Receivables.” As the weighted average life of the Notes will be influenced by the rate at which the principal balances of the Receivables are paid, some of these variations will affect the weighted average life of the Notes. See “Prepayment and Yield Considerations.”]

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Receivables with non-prime obligors have higher default rates than Receivables with prime obligors, which may affect the performance of the Receivables

[Some of] [Substantially all of] the Receivables are obligations of non-prime obligors who do not qualify for conventional motor vehicle financing as a result of, among other things, a lack of or adverse credit history, low income levels or the inability to provide adequate down payments. While Carvana’s underwriting criteria are designed to establish that the obligor would be a reasonable credit risk, the Receivables will nonetheless experience higher default rates than a portfolio of Receivables with all prime obligors. In the event of a default, repossession of the related financed vehicle is the most likely alternative for recovery. As a result, losses on Charged-Off Receivables are likely because net liquidation proceeds from the sale of repossessed vehicles are expected to be insufficient to satisfy amounts owed by the related obligors under the Receivables in full. See “The Receivables—Certain Legal Considerations of the Receivables.” In addition, the concentration of Receivables with non-prime obligors may also have the effect of heightening many of the other risks, including those relating to general macroeconomic forces and economic downturns, described in this “Risk Factors” section. If delinquencies and losses create shortfalls, which exceed the available credit enhancement, you may experience delays in payments due to you and you could suffer a loss on your Notes. [For information regarding non-prime obligors, see “Historical Performance—Delinquencies and Net Losses—Delinquency Experience (Non-Prime Obligors)” and “Historical Performance—Delinquencies and Net Losses—Net Loss Experience (Non-Prime Obligors).”]

Carvana’s proprietary credit scoring system may not perform as expected and may fail to properly quantify the credit risks associated with Carvana’s customers, resulting in higher than anticipated delinquencies and credit losses on the Receivables

Carvana has developed, and revises from time to time, complex proprietary credit scoring models that use traditional and non-traditional variables to assess credit risk and determine credit offer parameters. There is no guarantee that Carvana’s credit scoring models will perform as intended.

If Carvana made errors in developing or validating its credit scoring models, trained or validated its models on incomplete, inaccurate, or biased data sets, or used model development or validation techniques that result in bias or instability, Carvana may fail to gauge credit risk as expected and make credit decisions that result in higher delinquencies and credit losses.

Carvana’s credit scoring models are generally developed and validated on samples of consumer data and loan performance pertaining to a distinct period of time in the past. Changes in the macroeconomy, consumer behavior, creditor reporting behavior, and third party data reporting methods between a model’s development and validation periods and between a model’s development period and when the model is used by Carvana could materially impact the relationship between inputs to Carvana’s models and expected credit outcomes, resulting in a reduction of the ability of Carvana’s credit scoring models to assess credit risk as expected.

Carvana’s credit scoring models rely heavily on data obtained from third parties, including credit bureaus. If the data Carvana obtains from third parties for use in its models is incomplete, inaccurate, biased, or not provided consistent with the methods and practices used by such third parties during the time period of the sample upon which Carvana built or validated our models, the output of Carvana’s models may be unreliable and fail to properly quantify credit risk, resulting in it making credit decisions that result in higher delinquencies and credit losses.

Information provided to Carvana by customers, credit data partners, and others may be incorrect or fraudulent, and Carvana’s Verification Process may fail to ensure that reliable information is incorporated into the extension of credit offers to Carvana’s customers, resulting in higher than anticipated delinquencies and credit losses on the Receivables

In deciding whether to extend credit to customers and the parameters of such credit offers, Carvana relies heavily on information furnished to it by customers, credit data partners, and others, and such data may be incorrect or fraudulent. Carvana has developed a Verification Process that attempts to ensure that information considered by its proprietary financing technology belongs to the customer(s) receiving a credit offer, and that such information is reasonably accurate. There is no guarantee that Carvana’s Verification Process will perform as expected, detect fraudulent or incorrect data, or otherwise achieve its goals, which may result in credit loss and delinquency rates on the Receivables being higher than anticipated.

Further, Carvana utilizes identity and fraud checks based on customer provided documents and inputs, as well as data provided by external databases to authenticate each customer’s identity. There have been instances in the past in which these checks have failed or been ineffective, and there is a risk that these checks could also fail or be ineffective in the future, which could result in significant losses related to fraud being borne by investors in the Securities. Fraudulent activity or significant increases in fraudulent activity could also lead to regulatory intervention, negatively impacting the operating results and reputation of both Carvana and the Servicer.

Economic developments may adversely affect the performance of the Receivables and the market value of your Securities

The United States has in the past experienced and in the future may experience a recession or period of economic contraction. During the economic downturn following the 2008 financial crisis, elevated unemployment, decreases in home values, and reductions in available credit led to increased delinquency and default rates on retail installment contracts. If another financial crisis or economic downturn were to occur again, [including as a result of COVID-19,] delinquencies and losses with respect to motor vehicle receivables could increase, which could result in losses on your Securities. In addition, decreased consumer demand for motor vehicles and an increase in the inventory of used motor vehicles may depress the price at which repossessed motor vehicles may be sold or delay the timing of those sales. If the default rate on the Receivables increases and the price at which the related vehicles may be sold declines, you may experience losses with respect to your Securities.

Market factors may reduce the value of used vehicles, which could result in increased losses on the Receivables

[Obligors with lower FICO scores generally are less capable of making payments on their loans than obligors with higher FICO scores and are therefore more likely to experience repossession.] Vehicles that are repossessed are typically sold at vehicle auctions. The pricing of used cars is affected by the supply and demand for those cars, which, in turn, is affected by consumer demand and tastes, recalls, economic factors (including the price of gasoline and closure of dealerships), the introduction and pricing of new car models and other factors, including legislation related to emissions and fuel efficiency. Decisions by a manufacturer with respect to new vehicle production and brands, pricing and incentives may affect used car prices, particularly those for the same or similar models. Adverse changes in these factors may depress the price at which repossessed motor vehicles may be sold or delay the timing of those sales. An increase in the supply or a decrease in the demand for used cars may negatively impact the resale value of the vehicles securing the Receivables. Decreases in the value of those vehicles may, in turn, reduce the incentive of obligors to make payments on the Receivables and decrease the proceeds realized from vehicle repossessions, which could result in losses on the Securities.

Longer term Receivables may increase the frequency and amount of losses

The frequency and amount of losses may be greater for Receivables with longer terms, because these Receivables tend to have a somewhat greater frequency of delinquencies and defaults and because the slower rate of amortization of the principal balance of a longer term Receivable may result in a longer period during which the value of the related financed vehicle is less than the remaining principal balance of such Receivable. See “The Receivables—Distribution of the Receivables by Original Term to Maturity as of the [Initial] Cutoff Date” for the percentage of Receivables with original terms of greater than [72] months as of the [Initial] Cutoff Date.

Prepayments on and repurchases of the Receivables could shorten the average life of the Notes

Obligors may prepay the Receivables in full or in part at any time. We cannot predict the rate of prepayments on the Receivables. A variety of unpredictable economic, social, and other factors influence prepayment rates. In addition, the Receivables may be prepaid as a result of defaults, from credit life, disability or physical damage insurance, or, in limited circumstances, voluntarily by Carvana. Also, Carvana may be required to repurchase Receivables in specified circumstances and the Servicer (or its designee) may purchase all remaining Receivables pursuant to the optional redemption. See “The Transaction Documents—Sale and Assignment of Receivables.”

A prepayment, repurchase, purchase or liquidation of the Receivables, including liquidation of Charged-Off Receivables, could shorten the average life of the Notes.

[The yield on the Class N Notes will be more sensitive to prepayments and defaults on the Receivables, in particular prepayments and defaults on Receivables with a higher APR. If there are increased charge-offs, your yield or return on the Class N Notes will be reduced and may be less than your investment in the Class N Notes.]

You will bear all reinvestment risk resulting from a faster or slower rate of prepayment, repurchase or extension of the Receivables held by the [grantor] trust.

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Consumer protection laws and limited enforceability of the Receivables may reduce or delay the funds available to make payments on your Securities

Federal and state consumer protection laws impose requirements upon creditors in connection with extensions of credit and collections on retail installment loans and retail installment contracts such as the Receivables. Specific statutory liabilities are imposed upon creditors who fail to comply with these regulatory provisions. In some cases, this liability could affect an assignee’s ability to enforce secured loans such as the Receivables or make an assignee of the loan or contract liable to the obligor for any violation by the originator. Any liabilities of the Issuing Entity under these laws could reduce Available Funds.

If an obligor had a claim for violation of these laws prior to the its applicable Cutoff Date that materially and adversely affected the interests of the investors, taken as a whole, in the related Receivables, Carvana must repurchase the Receivable under the circumstances set forth under “The Transaction Documents—Sale and Assignment of Receivables” unless the breach is cured. If Carvana fails to repurchase the Receivable, you might experience reductions or delays in payments on your Securities. See “Certain Regulatory Considerations—Consumer Protection Laws.”

For more information regarding consumer protection laws, see “Certain Regulatory Considerations —Consumer Protection Laws.”

Terrorist attacks and conflicts involving the United States military could result in delays in payment or losses on your Securities

Any effect that terrorist attacks, any current or future military action by or against the United States and the rising tensions in certain regions of the world may have on the performance of the Receivables is unclear, but there could be an adverse effect on general economic conditions, consumer confidence and general market liquidity. Investors should consider the possible effects on delinquency, default and prepayment experience of the Receivables. In particular, under the Servicemembers Civil Relief Act, members of the military on active duty, including reservists, who have entered into an obligation, such as a retail installment contract or retail installment loan for the purchase of a vehicle, before entering into military service may be entitled to reductions in interest rates to 6% and a stay of foreclosure and similar actions. In addition, pursuant to the laws of various states, under certain circumstances residents thereof called into active duty with the National Guard or the reserves can apply to a court to delay payments on retail installment contracts or installment loans such as the Receivables. No information can be provided as to the number of Receivables that may be affected. If the Servicer reduces the APR or Principal Balance of a Receivable in accordance with the Servicer’s procedures for complying with the Servicemembers Civil Relief Act and any similar applicable state law, the Servicer will not be required to indemnify for any such reduced amounts and the Issuing Entity will bear the risk of any shortfalls. Any resulting shortfalls in interest or principal will reduce Available Funds and you may experience delays or reductions in payments on your Notes.

For more information regarding the Servicemembers Civil Relief Act, see “Certain Regulatory Considerations—Consumer Protection Laws” and “The Receivables—Certain Legal Considerations of the Receivables—Other Matters.”

Lack of first priority liens on financed vehicles or the Receivables could make the Receivables uncollectible and reduce or delay payments on the Securities

Financing statements under the UCC will be filed reflecting the sale of the Receivables by Carvana to the Depositor, by the Depositor to the Issuing Entity, [by the Issuing Entity to the Grantor Trust,] and the pledge by the Issuing Entity of substantially all of its assets to the Indenture Trustee]. The financing statements will perfect the security interests of the Depositor, the Issuing Entity, [the Grantor Trust,] and the Indenture Trustee in the Receivables. [The security interest in the financed vehicles will be assigned also to the [Issuing Entity] [Grantor Trust]. Due to the administrative burden and expenses, however, the certificates of title to the financed vehicles will not be amended or reissued to identify the [Issuing Entity] [Grantor Trust] as the new secured party.]

If the security interests in the financed vehicles as described in “The Receivables—Certain Legal Considerations of the Receivables —Security Interests in the Financed Vehicles” are not properly perfected, the interests of the Depositor, the Issuing Entity[, Grantor Trust,] and the Indenture Trustee in the financed vehicles would be subordinate to, among others, the following:

• bankruptcy trustee of the obligor,

• subsequent purchaser of the financed vehicle and

• holder of a perfected security interest.

The Issuing Entity[, the Grantor Trust,] and the Indenture Trustee may not be able to collect on a Charged-Off Receivable in the absence of a perfected security interest in the related financed vehicle. Even if the Issuing Entity[, the Grantor Trust,] and the Indenture Trustee were to have a perfected security interest in the financed vehicles, events could jeopardize the enforceability of that interest, such as:

• fraud or forgery by the vehicle owner,

• negligence or fraud by the Servicer, the Collateral Custodian or another party,

• mistakes by government agencies,

• liens for repairs or unpaid taxes, and

• confiscations of vehicles by the government.

See “The Receivables—Certain Legal Considerations of the Receivables —Security Interests in the Financed Vehicles.”

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Carvana will be obligated to repurchase any Receivable as to which a perfected security interest in favor of the Depositor (or its affiliate) in the related financed vehicle did not exist as of the later of the date such Receivable was transferred to the Issuing Entity or, in certain circumstances, 180 days from the [Initial] Cutoff Date. [The Servicer may be obligated to provide indemnification for actual losses on a Receivable if the security interest in a financed vehicle or the related Receivable becomes impaired.] As a result of the foregoing, the Issuing Entity may not have a perfected interest in certain Receivables or its interest, although perfected, could be junior to that of another party. Either circumstance could affect the Servicer’s ability to repossess and sell the underlying financed vehicles. Therefore, you may be subject to delays in payment on your Securities and you may incur losses on your investment in the Securities.    

If the Collateral Custodian does not maintain control of the Receivables evidenced by electronic contracts, the Grantor Trust may not have a perfected interest in those Receivables

As described in “Underwriting of Receivables—Electronic Contracts and Electronic Contracting,” Carvana and the Collateral Custodian have contracted with an e-vault provider, a third-party provider of electronic transaction management product and services, to process the origination and execution of, to vault and to manage contracts in electronic form through its technology system. The e-vault provider’s systems are designed to enable Carvana (and its subsequent assignees) to perfect their respective interests in the Receivables evidenced by electronic contracts by satisfying the UCC’s requirements for “control” of electronic chattel paper. Carvana (and its subsequent assignees) will obtain “control” of an electronic contract if (a) there is a “single authoritative copy” of the electronic contract that is readily distinguishable from all other copies and which identifies Carvana as the owner, (b) all other copies of the electronic contract indicate that they are not the “authoritative copy” of the electronic contract, (c) any revisions to the authoritative copy of the electronic contract are readily identifiable as either authorized or unauthorized revisions, and (d) authorized revisions of the “authoritative copy” of the electronic contract cannot be made without Carvana’s participation.

It is possible that another person could acquire an interest in an electronic contract that is superior to Carvana’s interest. This could occur if Carvana ceases to have “control” over the electronic contract that is maintained by Carvana or on behalf of Carvana and another party purchases that electronic contract (without knowledge that such purchase violates Carvana’s rights in the electronic contract) and obtains “control” over the electronic contract. Carvana also could lose control over an electronic contract if through fraud, forgery, negligence or error, or as a result of a computer virus or a failure of or weakness in the e-vault provider’s technology system, a person other than Carvana (or its assignees) were able to modify or duplicate the authoritative copy of the contract.

Although Carvana will perfect its assignment of its interest in the electronic contracts to the Depositor, the Issuing Entity[, the Grantor Trust] and the Indenture Trustee by filing financing statements, the fact that Carvana’s interest in the Receivables may not be perfected by control may affect the priority of the Issuing Entity’s interest in the Receivables, which may cause its interests in the Receivables junior to another party acquiring “control” over the electronic contract. Carvana and the Depositor will represent that Carvana has a perfected interest in the Receivables evidenced by electronic contracts by means of control and that the interest has been transferred to the Depositor and thereafter to the Issuing Entity [and the Grantor Trust].

There can be no assurances that the e-vault provider’s technology system will perform as represented to Carvana in maintaining the systems and controls required to provide assurance that Carvana (and its subsequent assignees) maintains control over an electronic contract. In that event, there may be delays in obtaining copies of the electronic contract or confirming ownership and control of the electronic contract.

There has been limited legal interpretation of the UCC provisions governing perfection of a security interests in electronic contracts by control. As a result, there is a risk that the systems employed by the e-vault provider to maintain control of the electronic contracts may not be sufficient as a matter of law to give Carvana (and accordingly, the Issuing Entity [and the Grantor Trust]) a perfected interest in the Receivables evidenced by electronic contracts.

As noted above, Carvana will file financing statements to perfect its assignment in the electronic contracts to the Depositor, the Issuing Entity [and the Grantor Trust]. The law governing the perfection of ownership and security interests in electronic contracts, electronic modifications and “control” has not been meaningfully tested in court. Accordingly, there can be no assurance that financing statements will be effective to perfect each party’s interest in any electronic contracts or electronic modifications of physical contracts.

Geographic concentrations of the Receivables may result in more risk to you and adversely affect payments on the Receivables and Notes

The Receivables related to obligors with mailing addresses in the following two states constituted the largest geographic concentrations as shown by percentage of Pool Balance as of the [Initial] Cutoff Date:

State	Percentage of Pool Balance as of the [Initial] Cutoff Date
	[    ]%
	[    ]%

If one or more of these states experience adverse economic changes (such as those precipitated by an increase in the unemployment rate, interest rates or the rate of inflation) or extreme weather conditions or other natural events (such as hurricanes, tornadoes, floods, drought, wildfires, mudslides, earthquakes and other extreme conditions), obligors in those states may be unable to make timely payments on

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their Receivables and you may experience payment delays on your Notes, acceleration of payments on the Notes resulting from prepayments using insurance proceeds or losses on your investment. We cannot predict, for any state or region, whether adverse economic changes or other adverse events will occur or to what extent those events would affect the Receivables or repayment of your Notes.

[To be inserted if applicable — For any state or other geographic region where 10% or more of the Receivables are or will be located, description of any economic or other factors specific to such state or region that may materially impact the pool assets or pool asset cash flows.]

RISKS RELATED TO THE NOTES AND THE ISSUING ENTITY

Only the assets of the Issuing Entity are available to pay the Offered Notes

The Notes represent indebtedness of the Issuing Entity and will not be insured or guaranteed by Carvana, the Depositor, [the Grantor Trust,] the Servicer, [the Backup Servicer,] the Indenture Trustee, the Owner Trustee, [the Grantor Trust Trustee,] the Collateral Custodian, the Asset Representations Reviewer, any of their respective affiliates, or any other person or entity other than the Issuing Entity. The Issuing Entity’s ability to make principal and interest payments on the Offered Notes [(other than the Class N Notes)] will depend on the amount of collections on the Receivables and, if and to the extent available, any credit or cash flow enhancement for the Issuing Entity[, including amounts, if any, in the Negative Carry Account up to the Negative Carry Amount, net amounts received by the Issuing Entity under the interest rate [swaps] [caps]] and the amounts available in the Reserve Account]. Therefore, you must rely solely on the assets of the Issuing Entity for repayment of the Offered Notes. [The Issuing Entity’s ability to make principal and interest payments on the Class N Notes will depend on the amount of collections on the Receivables and on the amount on deposit in the Class N Reserve Account.]

If there are decreased collections, increased defaults, [lower [net] amounts received by the Issuing Entity under the interest rate [swap] [cap],] or insufficient funds in the Reserve Account [or the Class N Reserve Account, as applicable,] you may experience delays or reductions in payments on the Offered Notes, may not receive back your full principal investment or all interest due to you and may suffer losses on the Offered Notes.

[A lack of availability of additional Receivables during the [Revolving Period] [Funding Period] could shorten the average life of the Notes]

[During the Revolving Period, the Issuing Entity will not make payments of principal on the Notes. Instead, the Issuing Entity will purchase Receivables from Carvana through the Depositor.] [During the Funding Period, the Issuing Entity will purchase Receivables from Carvana through the Depositor.] The purchase of Receivables will lengthen the average life of the Notes compared to a transaction without a [Revolving Period] [Funding Period]. Nevertheless, [an unexpectedly high rate of collections on the Receivables during the Revolving Period,] a significant decline in the number of Receivables available and eligible for purchase could affect the amount of additional Receivables that the Issuing Entity is able to purchase. If the Issuing Entity is unable to reinvest the amounts available in the [Accumulation Account] [Pre-Funding Account] by the end of the [Revolving Period][Funding Period], then the average life of the Notes will shorten.

[Amounts allocable to principal payments on the Notes that are not used to purchase Receivables during the Revolving Period will be deposited into the Accumulation Account. Among other early amortization events, it will be an early amortization event if for [    ] consecutive Distribution Dates, the amount in the Accumulation Account is less than the excess of the Aggregate Note Principal Amount plus the Overcollateralization Target Amount over the Pool Balance. See “Description of the Notes—The Revolving Period.” If an early amortization event happens, the Revolving Period will terminate and the Amortization Period will commence, shortening the average life of the Notes.]

A variety of unpredictable economic and other factors may influence the availability of additional Receivables. You will bear all reinvestment risk resulting from a longer or shorter than anticipated average life of the Notes.]

Lack of liquidity in the secondary market, volatility, and financial market disruptions may adversely affect the market value of the Offered Notes and your ability to resell the Offered Notes

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The Offered Notes will not be listed on any securities exchange. Therefore, in order to resell the Offered Notes, you will need to find a willing buyer. The underwriters of the Offered Notes may participate in making a secondary market in the Offered Notes but are under no obligation to do so. We cannot assure you that a secondary market will develop or, if it does develop, that it will continue or be sufficiently liquid to permit the resale of the Offered Notes. The secondary market for asset-backed securities generally has experienced, and may continue to experience, reduced liquidity. Any period of illiquidity may adversely affect the market value of the Offered Notes and, in some circumstances, you may not be able to resell the Offered Notes when you want to do so. Illiquidity can have a severe adverse effect on the prices of securities that are especially sensitive to prepayment, credit or interest rate risk on the underlying assets, such as the Receivables underlying the Notes and consequently the Notes themselves. As a result, you may be unable to obtain the price that you wish to receive for the Offered Notes or you may suffer a loss on your investment. Even if a sufficiently liquid secondary market develops, the market values of the Offered Notes are likely to fluctuate from time to time. These fluctuations may be significant and could result in significant losses on the Offered Notes.

Additionally, events in the global financial markets, including the failure, acquisition or government seizure of major financial institutions, the establishment of government bailout programs for financial institutions, problems related to financial assets, the de-valuation of various assets in secondary markets, the forced sale of asset-backed and other securities as a result of the de-leveraging of structured investment vehicles, hedge funds, financial institutions and other entities, the lowering of ratings on certain asset-backed securities and the exit of the United Kingdom (the “UK”) from the European Union (“EU”) (and the potential exit of any other country from the EU) have caused, and could in the future cause, a significant reduction in liquidity in the secondary market for asset-backed securities. Such market declines or disruptions could adversely affect the liquidity of, and market for, the Offered Notes independent of the performance of the Receivables. A period of illiquidity following market declines or disruptions may adversely affect both the market value of the Offered Notes and your ability to resell the Offered Notes.

Retained Notes may reduce the liquidity of your notes and subsequent sales by the Depositor may adversely affect their value

Some or all of the Notes may initially be retained by the Depositor, and, in any event, a portion of each class of Offered Notes will be retained by Carvana or one or more of its majority-owned affiliates in satisfaction of Carvana’s risk retention obligations. A significant reduction in liquidity in the secondary market for any classes of such retained Notes may result if the Depositor retains any class or classes of such Notes. In addition, if any retained Notes are subsequently sold by the Depositor, the demand and the market price of the Notes already in the market could be adversely affected.

The Overcollateralization Target Amount may not be reached or maintained

The amount of overcollateralization is expected to increase over time to the Overcollateralization Target Amount as excess collections are applied to make principal payments on the Notes (other than the Class XS Notes) in an amount greater than the decrease in the Pool Balance. There can be no assurance, however, that the Overcollateralization Target Amount will be reached or maintained or that the Receivables will generate sufficient collections to pay the Notes in full.

See “Credit Enhancement—Overcollateralization” for a further discussion of overcollateralization.

The amount on deposit in the Reserve Account [and the Class N Reserve Account] may not be sufficient to assure payment of the Notes

The amount on deposit in the Reserve Account will be used to fund the payment of the Servicing Strip Amount, interest payments on the Notes, certain expenses of various service providers to the Issuing Entity, and certain distributions of principal on the Notes on each Distribution Date if collections on the Receivables, including amounts recovered in connection with the repossession and sale of financed vehicles that secure Charged-Off Receivables, are not sufficient to make that payment. [The amount on deposit in the Class N Reserve Account will be used to fund certain distributions on the Class N Notes if collection on the Receivables, including amounts recovered in connection with the repossession and sale of financed vehicles that secure Charged-Off Receivables, are not sufficient to make that payment.] There can be no assurance that the amount on deposit in the Reserve Account [and the Class N Reserve Account] will be sufficient on any Distribution Date to assure payment on the Notes. If the Receivables experience higher losses than were projected in determining the amount required to be on deposit in the Reserve Account, the amount on deposit in the Reserve Account [and the Class N Reserve Account] may be insufficient to cover any shortfall in collections. If collections on the Receivables and any credit or cash flow enhancement, including the amount on deposit in the Reserve Account [and the Class N Reserve Account], are not sufficient on any Distribution Date to pay in full interest on the Notes, certain expenses, and certain distributions of principal on the Notes, you may experience payment delays with respect to your Notes. If the amount of that insufficiency is not offset by excess collections on the Receivables on subsequent Distribution Dates, you may experience losses with respect to your Notes.

See “Credit Enhancement—Reserve Account” and [“Credit Enhancement—Class N Reserve Account”] for a further discussion of the Reserve Account [and the Class N Reserve Account].

You may receive an early return of your investment or incur a shortfall in the return of your investment following an Event of Default under the Indenture

If an Event of Default occurs under the Indenture, the Requisite Noteholders may declare the accrued interest and outstanding principal immediately due and payable. In that event, the Indenture Trustee may be directed to sell the Receivables and assets of the Issuing Entity and apply the proceeds to repay the Notes. The manner of sale will affect the amount of proceeds received and available for distribution.

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The liquidation and distribution of the Issuing Entity’s assets may result in an early return of principal to investors. You may not be able to reinvest the principal repaid to you for a rate of return or maturity date that is as favorable as those on your Notes. Also, the proceeds from sale of the Issuing Entity assets may not be sufficient to fully pay amounts owed on the Notes. Those circumstances may result in losses to certain investors. As long as a more senior class of Notes is outstanding, no holder of any subordinated class of Notes will be able to direct the Indenture Trustee’s actions and directions.

Some Notes have greater risk because they are subordinate to other classes of Notes

The Notes with a lower alphabetical designation are subordinated with respect to interest and principal payments to the Notes with a higher alphabetical designation. The [Class E Notes are subordinated to the Class A Notes, the Class B Notes, the Class C Notes and the Class D Notes, the] Class D Notes are subordinated to the Class A Notes, the Class B Notes and the Class C Notes, the Class C Notes are subordinated to the Class A Notes and the Class B Notes, the Class B Notes are subordinated to the Class A Notes. The Class A-2 Notes are subordinated with respect to principal payments to the Class A-1 Notes. The Class A-3 Notes are subordinated with respect to principal payments to the Class A-1 Notes and the Class A-2 Notes and the Class A-2 Notes are subordinated with respect to principal payments to the Class A-1 Notes. If the Notes have been accelerated following the occurrence of an Event of Default under the Indenture, the priority of interest and principal distributions will change. The subordination arrangements could result in delays or reductions in interest or principal payments on classes of Notes with lower alphabetical designations or, in the case of the Class A Notes in certain circumstances, higher numerical designations.

See “Description of the Notes—Interest Payments,” “Description of the Notes—Payments of Principal,” “Distribution Date Payments” and “Distribution Date Payments—Distribution Date Payments After Acceleration of the Notes” for a further discussion of interest and principal payments.

You may suffer losses because you have limited control over actions of the Issuing Entity and conflicts between classes of Notes may occur

If an Event of Default under the Indenture has occurred, the Indenture Trustee will, at the direction of the Requisite Noteholders, take one or more of the actions specified in the Indenture relating to the property of the Issuing Entity. In addition, the Indenture Trustee may, and at the direction of the Requisite Noteholders will, have the right to terminate the Servicer and the Requisite Noteholders may waive any Servicer Termination Event. The Requisite Noteholders constitute a majority of the Controlling Class, and the interests of the Controlling Class may differ from the interests of the other classes of Notes. The Controlling Class will not be required to consider the effect of its actions on the holders of the other classes of Notes.

See “The Transaction Documents—The Servicing Agreement and Servicing of the Receivables—Termination of the Servicer,” “The Transaction Documents—The Servicing Agreement and Servicing of the Receivables—Waiver of Servicer Termination Events” and “The Transaction Documents— Indenture—Events of Default” for a further discussion of the rights of the Noteholders with respect to events of servicing termination and Events of Default.

[Risks associated with unknown aggregate initial principal amount of the Notes prior to pricing

Whether the Issuing Entity will issue Notes with an aggregate initial principal amount of $[    ] or $[    ] on the Closing Date is not expected to be known until the day of pricing. The Depositor will make the determination regarding the aggregate initial principal amount of the Notes based on, among other considerations, market conditions at the time of pricing. The size of a class of Notes may affect liquidity of that class, with smaller classes being less liquid than a larger class may be. In addition, if your class of Notes is larger than you expected, then you will hold a smaller percentage of that class of Notes and the voting power of your Notes will be diluted.]

[Risks associated with unknown allocation between any Class [    ][a] Notes and any Class [    ][b] Notes

The allocation of the principal amount between any Class [    ][a] Notes and any Class [    ][b] Notes may not be determined until the day of pricing. Therefore, investors should not expect disclosure of this allocation prior to entering into commitments to purchase these classes of Notes.

[The higher the initial principal amount of the floating rate Class [    ][b] Notes, the greater the Issuing Entity’s exposure will be to volatility in floating rates. See “Risk Factors—The Issuing Entity will not enter into any interest rate swaps and you may suffer losses on your Notes if interest rates rise.” Moreover, a reduction in liquidity in the secondary market for any Class [    ][a] Notes or Class [    ][b] Notes may result if the Class [    ][a] Notes or Class [    ][b] Notes, if any, have a small principal amount compared to the Class [    ][b] Notes or Class [    ][a] Notes, respectively.]]

[Risks associated with unknown allocation between Class [A-2] Notes and Class [A-3] Notes

The allocation of the principal amount of the Notes between the Class [A-2] Notes and the Class [A-3] Notes may not be known until the day of pricing and may result in any of a number of possible allocation scenarios. Nevertheless, the aggregate principal amount of the Class [A-2] Notes and Class [A-3] Notes will equal $[    ]. Because the aggregate principal amount of Class [A-2] Notes and Class [A-3] Notes is predetermined, the allocation between the Class [A-2] Notes and the Class [A-3] Notes may result in one of such classes being issued in only a very small principal amount, which may reduce the liquidity of such class of Notes.]

[You may experience reduced returns on your Notes resulting from distribution of amounts in the [Pre-Funding Account][Accumulation Account].

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[The Issuing Entity has a [Pre-Funding Account] [Accumulation Account]. The Issuing Entity will purchase additional Receivables from Carvana through the Depositor with funds on deposit in the [Pre-Funding Account][Accumulation Account].] On the Distribution Date immediately following the end of the [Funding Period] [Revolving Period], the Issuing Entity will make a prepayment of principal on the Notes with any amounts remaining in the [Pre-Funding Account] [Accumulation Account]. This prepayment of principal could have the effect of shortening the weighted average life of your Notes. The inability of the Issuing Entity to obtain eligible Receivables during the [Funding Period] [Revolving Period] will increase the likelihood of a prepayment of principal. In addition, you will bear the risk that you may be unable to reinvest any principal prepayment at yields at least equal to the yield on the Notes.]

[The Issuing Entity will not enter into any interest rate swaps and you may suffer losses on your Notes if interest rates rise

The Receivables bear interest at a fixed rate while the floating rate notes bear interest at a floating rate based on [One-Month LIBOR] plus an applicable spread, if any. If floating rate notes are issued, the Issuing Entity will not enter into any interest rate swaps or other derivative transactions in connection with the issuance of the Notes.

The Issuing Entity will make payments on the floating rate notes out of Available Funds—not solely from funds that are dedicated to the floating rate notes. Therefore, an increase in interest rates would reduce the amounts available for distribution on all Notes, not just the holders of the floating rate note. If the Issuing Entity does not have sufficient funds to make payments on the Notes, you may experience delays or reductions in the interest and principal payments on your Notes.]

[Uncertainty about the future of [LIBOR] and its potential discontinuance may have an adverse impact on your floating rate notes

The interest rates to be borne by the floating rate notes are based on a spread over [One-Month] LIBOR. The London Interbank Offered Rate (“LIBOR”) serves as a global benchmark for home mortgages and student loans, and is what various issuers pay to borrow money.

Regulators and law-enforcement agencies in a number of different jurisdictions have conducted and continue to conduct civil and criminal investigations into potential manipulation or attempted manipulation of LIBOR submissions to the British Bankers’ Association. The British Bankers’ Association was replaced by ICE Benchmark Administration Limited as LIBOR administrator as of February 1, 2014, and additional reforms to LIBOR, and related submission and calculation procedures, are anticipated. Investors in the floating rate notes should be aware that the administrator of LIBOR will not have any involvement in the administration of the Issuing Entity or the floating rate notes and may take actions in respect of LIBOR without regard to the effect of such actions on the floating rate notes. Any changes to LIBOR could affect the level and volatility of the published [One-Month] LIBOR and any uncertainty in the value of LIBOR or the development of a widespread market view that LIBOR has been manipulated, or any uncertainty in the prominence of LIBOR as a benchmark interest rate due to the recent regulatory reform may adversely affect the liquidity and market value of the floating rate notes in the secondary market.

No assurance can be provided as to which entity or entities will assume responsibility for setting the applicable rates in the future. In addition, no assurance can be provided that LIBOR accurately represents the offered rate applicable to loans in U.S. dollars for a [one-month] period between leading European banks or that LIBOR’s prominence as a benchmark interest rate will be preserved. Further, the chief executive of the Financial Conduct Authority of the United Kingdom (the “FCA”), in a speech on July 27, 2017, indicated that the FCA intends to phase out LIBOR by the end of 2021, and after such time will no longer seek to compel panel banks to provide LIBOR submissions. No prediction can be made as to future levels of [One-Month] LIBOR or as to the timing of any changes thereto the effect of the FCA’s recent announcement, or whether banks will continue to provide LIBOR submissions to the ICE Benchmark Administration, each of which will directly affect the yield of the floating rate notes.

No prediction can be made as to future levels of [One-Month] LIBOR or as to the timing of any changes thereto, each of which will directly affect the yield of the floating rate notes and could impact the amount of funds available to make payments on other classes of the Notes.

If [One-Month] LIBOR is unavailable at any time after the Closing Date, the rate of interest on the floating rate notes will be determined using the alternative methods described under the heading “Description of the Notes—Interest Payments.” These alternative methods may (A) result in lower interest payments than would have been made if LIBOR were available in its current form, (B) be subject to factors that make LIBOR impossible or impracticable to determine, and (C) result in a rate of interest on the floating rate notes for a determination date that is the same as on the preceding determination date, and such rate could remain the rate of interest on the floating rate notes for the remaining life of the floating rate notes.

[Further, following the occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date (as described below under “Description of the Notes—Interest Payments”), [One-Month] LIBOR will be replaced as the benchmark for the floating rate notes. The Benchmark Transition Events generally include the making of public statements or publication of information by the administrator of the benchmark, its regulatory supervisor or certain other governmental authorities that the benchmark will no longer be provided or is no longer representative of the underlying market or economic reality. We cannot provide any assurances that these events will be sufficient to trigger a change in the benchmark at all times when the then-current benchmark is no longer representative of market interest rates, or that these events will align with similar events in the market generally or in other parts of the financial markets, such as the derivatives market.]

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[As described under “Description of the Notes—Interest Payments,” the benchmark replacement will depend on the availability of various alternative benchmarks, the first of which is Term SOFR, the second of which is Compounded SOFR and the last two of which are not currently specified. The Secured Overnight Financing Rate (“SOFR”), was selected by the Alternative Reference Rates Committee (“ARRC”) of the Federal Reserve Bank of New York (“FRBNY”) as the replacement for [One-Month] LIBOR. However, because SOFR is a secured, risk-free rate, while LIBOR is an unsecured rate reflecting counterparty risk, SOFR will not be representative of [One-Month] LIBOR. The FRBNY started publishing SOFR in April 2018. The FRBNY has also started publishing historical indicative SOFR dating back to 2014, although such historical indicative data inherently involves assumptions, estimates and approximations. Since the initial publication of SOFR, daily changes in SOFR have, on occasion, been more volatile than daily changes in comparable benchmark or market rates, and SOFR over the term of the floating rate notes may bear little or no relation to the historical actual or historical indicative data. Moreover, [One-Month] LIBOR is a forward-looking term rate. Term SOFR, which is expected to be a similar forward-looking term rate that will be based on SOFR, is the first alternative among the benchmark replacements, but is currently being developed under the sponsorship of the FRBNY, and we cannot provide any assurances that the development of Term SOFR will be completed. If Term SOFR is not available as of the Benchmark Replacement Date, the next available benchmark replacement is Compounded SOFR. Compounded SOFR is a backward-looking rate generally calculated using actual rates during the interest accrual period, and may be even less representative of [One-Month] LIBOR. Finally, if a benchmark replacement other than Term SOFR is chosen because Term SOFR is not initially available, Term SOFR will become the benchmark replacement if it later becomes available, which could lead to further volatility in the applicable interest rate on the floating rate notes. In order to compensate for these differences in the benchmark, a benchmark replacement adjustment will be included in any benchmark replacement.]

However, we cannot provide any assurances that any benchmark replacement adjustment will be sufficient to produce the economic equivalent of [One-Month] LIBOR, or any other then-current benchmark, either at the Benchmark Replacement Date or over the life of the floating rate notes. As a result of each of the foregoing factors, we cannot provide any assurances that the characteristics of any benchmark replacement will be similar to [One-Month] LIBOR, or any other then-current benchmark that it is replacing, or that any benchmark replacement will produce the economic equivalent of the then-current benchmark that it is replacing.

Finally, Carvana, as Administrator, on behalf of the Issuing Entity will have discretion in certain elements of the benchmark replacement process, including determining if a Benchmark Transition Event and its related Benchmark Replacement Date has occurred, determining which benchmark replacement is available and, if Term SOFR or Compounded SOFR is not available, selecting a benchmark replacement, determining the benchmark replacement adjustment and making benchmark replacement conforming changes. The Noteholders will not have any right to approve or disapprove of these changes and will be deemed to have agreed to waive and release any and all claims relating to any such determinations. For more information about how the interest rate based on [One-Month] LIBOR is determined and the circumstances under which the benchmark and the applicable spread may change, see “Description of the Notes—Interest Payments.”

It is intended that the replacement of the then-current benchmark will not be a taxable event for investors in the floating rate notes. The IRS recently promulgated proposed regulations providing for circumstances in which a change in benchmark rate will not be treated as resulting in a deemed exchange of a debt obligation. These regulations are proposed to apply to transactions taking place on or after the date the final regulations are published. As of the date of this prospectus, a taxpayer may generally rely on the proposed regulations provided that the taxpayer and any related parties apply the proposed regulations in a consistent manner. It is unclear whether these proposed regulations would apply to the floating rate notes, and investors in floating rate notes should consult with their own tax advisors regarding the potential consequences of the setting of an alternative benchmark.]

[A decrease in LIBOR rates would reduce the rate of interest on the floating rate notes

The interest rates to be borne by the floating rate notes are based on a spread over [One-Month] LIBOR, which serves as a global benchmark for home mortgages, student loans and what various Issuers pay to borrow money. Changes in [One-Month] LIBOR will affect the rate at which the floating rate notes accrue interest and the amount of interest payments on the floating rate notes. If [One-Month] LIBOR decreases for an interest accrual period compared to the prior period, the rate at which the floating rate notes accrue interest for such interest accrual period will be reduced by the amount by which [One-Month] LIBOR decreases, provided that the interest rate on the floating rate notes for any interest accrual period will not be less than 0.00%. A negative [One-Month] LIBOR could result in the interest rate applied to the floating rate notes decreasing to 0.00% for the related interest accrual period.]

[Failure by the [Swap] [Cap] Counterparty to make payments to the Issuing Entity and the seniority of payments owed to the [Swap] [Cap] Counterparty could reduce or delay payments on the Notes

Because the Receivables bear interest at a fixed rate while the floating rate notes will bear interest at a floating rate based on One-Month LIBOR plus an applicable spread, if any, the Issuing Entity will enter into interest rate [swap(s)] [cap(s)] for the floating rate notes. See “Credit Enhancement—Interest Rate [Swaps] [Caps].”

If floating interest rates rise above the [fixed rate on the swap] [the strike level on the cap], the [Swap] [Cap] Counterparty will owe payments to the Issuing Entity, and the higher floating interest rates become, the more dependent the Issuing Entity will be on receiving those payments from the [Swap] [Cap] Counterparty in order to make payments on the Notes. In addition, the obligations of the [Swap] [Cap] Counterparty under the interest rate [swaps] [caps] are unsecured. If the [Swap] [Cap] Counterparty fails to pay the [net] amount due, you may experience delays or reductions in the interest and principal payments on your Notes.

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[If the floating rate payable by the Swap Counterparty is less than the fixed rate payable by the Issuing Entity, the Issuing Entity will be obligated to make payments to the Swap Counterparty. The Swap Counterparty will have a claim on the assets of the Issuing Entity for the net amount due, if any, to the Swap Counterparty under the interest rate swap. Except in the case of specified termination payments, as discussed below, amounts owing to the Swap Counterparty will be senior to payments on the Notes. These payments to the Swap Counterparty could cause a shortage of Available Funds on any Distribution Date, in which case you may experience delays or reductions in interest and principal payments on your Notes.]

In addition, if the interest rate swap terminates, a termination payment may be due to the Swap Counterparty. If the termination is the result of a default by or other circumstance with respect to the Issuing Entity, the payment to the Swap Counterparty would, and, if the termination is the result of the bankruptcy of the Swap Counterparty, the payment to the Swap Counterparty may be required by a bankruptcy court to, be made by the Issuing Entity out of Available Funds, and Senior Swap Termination Payments on the interest rate swap would be equal in priority to payments of interest on the Class [A] Notes and senior to all other payments on the Notes. The amount of the termination payment will be based on a measure of the market value of the interest rate swap at the time of termination in accordance with procedures set forth in the applicable primary swap. The termination payment could be substantial if market interest rates and other conditions have changed materially since the issuance of the Securities. In that event, you may experience delays or reductions in interest and principal payments on your Notes.]

The Issuing Entity will make payments to the [Swap] [Cap] Counterparty out of, and will include receipts from the [Swap] [Cap] Counterparty in, Available Funds—not solely from funds that are dedicated to the floating rate notes. Therefore, the effect of any net amount due to the [Swap] [Cap] Counterparty, if any, would be to reduce the amounts available for distribution to all investors, not just holders of floating rate notes.]

The ratings for the Notes are limited in scope, may be unsolicited, may not continue to be issued and do not consider the suitability of the Notes for you

We expect to hire [two] rating agencies to rate the Offered Notes for the Issuing Entity. The Notes may receive a rating from a rating agency not hired to rate the Notes. A rating is not a recommendation to buy, sell, or hold the Notes. The rating considers only the likelihood that the Issuing Entity will pay interest on time and will ultimately pay principal in full and are solely the view of the assigning rating agency and are subject to any limitations that the assigning rating agency may impose. Ratings on the Notes do not address the timing of distributions of principal on the Notes prior to their applicable Final Scheduled Distribution Date. The ratings do not consider the prices of the Notes or their suitability to a particular investor. To the extent the Notes are rated by any rating agency, that rating agency may change or withdraw its rating of the Notes if that rating agency believes that circumstances have changed, the performance of the Receivables has deteriorated, there were errors in analysis or otherwise. Any subsequent change in or withdrawal of a rating will likely affect the price that a subsequent purchaser would be willing to pay for the Notes and your ability to resell your Notes. Rating agencies not hired to rate the Notes may provide an unsolicited rating that is different from or lower than the ratings provided by the rating agencies hired to rate the Notes. If a Hired Rating Agency issues a rating lower than the solicited ratings, changes its rating or withdraws its rating, no party has an obligation to provide additional credit enhancement or to restore the original rating. None of Carvana, the Depositor, the Servicer or any of their respective affiliates is under any obligation to monitor or disclose any changes to the ratings. There may be a conflict of interest for the Hired Rating Agency because Carvana paid the fee charged by each Hired Rating Agency for its rating services. Additionally, if any rating agency provides an unsolicited rating that is lower than the ratings provided by the rating agencies hired to rate the Notes, the market value of the Notes may be adversely affected. None of Carvana, the Depositor, the Servicer, the underwriters, or any of their affiliates will have any obligation to inform you of any unsolicited ratings assigned to the Notes, and these parties may be aware of unsolicited ratings assigned to the Notes. If any non-hired rating agency assigns an unsolicited rating to the Notes, there can be no assurance that the unsolicited rating will not be lower than the ratings provided by the Hired Rating Agencies, which could adversely affect the market value of your Notes or limit your ability to resell your Notes. In addition, if Carvana fails to make available to any non-hired rating agency any information provided to any Hired Rating Agency for the purpose of assigning or monitoring the ratings on the Notes, a Hired Rating Agency could withdraw its ratings on the Notes, which could adversely affect the market value of your Notes or limit your ability to resell your Notes. Moreover, criminal, civil, or regulatory actions or other events adverse to a Hired Rating Agency may have a detrimental effect on the credibility of such Hired Rating Agency’s ratings, which could have an adverse effect on the market value of your Notes. Prospective investors in the Notes are urged to make their own evaluation of the creditworthiness of the Receivables and the credit enhancement on the Notes and not to rely solely on the ratings on the Notes.

Tax withholding obligations of the Issuing Entity may affect amounts distributable to investors

The Issuing Entity will take the position that its income will not be treated as effectively connected to a United States trade or business and each holder of the Certificates (a “Certificateholder”) that is also a Foreign Person is required to certify that such income is not effectively connected to a United States trade or business of such Foreign Person. Accordingly, the Issuing Entity will not withhold based on the income allocable to a Foreign Person Certificateholder. If a taxing authority successfully asserts that the income of the Issuing Entity is effectively connected to a United States trade or business or a Foreign Person Certificateholder treats the income as effectively connected to a United States trade or business, the Issuing Entity could be required to withhold based on the net income allocable to a Foreign Person Certificateholder. Such withholding may limit the amount of cash available to the Issuing Entity to make distributions to the investors in the Offered Notes.

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The Issuing Entity will take the position that state and local income taxes do not need to be withheld from distributions to Certificateholders with respect to Receivables originated (or currently located) in such jurisdictions. If a state or local taxing authority determines that such withholding is required by the Issuing Entity, or that tax, interest or penalties are owed by the Issuing Entity or tax matters partner, the Issuing Entity will be required to withhold such amounts from distributions to Certificateholders. Any amounts withheld could reduce the distributions otherwise payable to the investors in the Offered Notes.

Certain European requirements regarding securitization may result in reduced liquidity

Pursuant to Regulation (EU) 2017/2402 (as amended, the “EU Securitization Regulation”) and any applicable regulatory technical standards, implementing technical standards and official guidance supplementing such regulation and any national implementation measures in respect of such regulation (together with the EU Securitization Regulation, the “European Securitization Rules”), EU Institutional Investors (as defined below) investing in a securitisation (as defined in the EU Securitization Regulation) must, amongst other things, verify that (a) certain credit-granting requirements are satisfied, (b) the originator, sponsor or original lender retains on an ongoing basis a material net economic interest which, in any event, will not be less than 5%, determined in accordance with Article 6 of the EU Securitization Regulation, and discloses that risk retention, and (c) the originator, sponsor or relevant securitisation special purpose entity has, where applicable, made available information as required by Article 7 of the EU Securitization Regulation. The EU Securitization Regulation has direct effect in member states of the EU and is expected to be implemented by national legislation in other countries in the European Economic Area (“EEA”). “EU Institutional Investors” include: (a) insurance undertakings and reinsurance undertakings as defined in Directive 2009/138/EC; (b) institutions for occupational retirement provision falling within the scope of Directive (EU) 2016/2341 (subject to certain exceptions), and certain investment managers and authorized entities appointed by such institutions; (c) certain alternative investment fund managers as defined in Directive 2011/61/EU; (d) certain internally-managed investment companies authorized in accordance with Directive 2009/65/EC, and managing companies as defined in that Directive; (e) credit institutions as defined in Regulation (EU) No 575/2013 (“CRR”) (and certain consolidated affiliates thereof); and (f) investment firms as defined in CRR (and certain consolidated affiliates thereof).

Neither Carvana, the Depositor nor any other party to the transactions described in this prospectus intends, or is required under the Transaction Documents, to retain a material net economic interest in the securitization constituted by the issuance of the Notes and the certificates in a manner that would satisfy any requirements of the European Securitization Rules. In addition, no such person undertakes to take any other action, or refrain from taking any action, prescribed or contemplated in, or for purposes of, or in connection with, compliance by any investor with any applicable requirement of, the European Securitization Rules.

The arrangements described under “Credit Risk Retention” have not been structured with the objective of ensuring compliance with the requirements of the European Securitization Rules by any person.

Failure by an EU Institutional Investor to comply with any applicable European Securitization Rules with respect to an investment in the Notes may result in the imposition of a penalty regulatory capital charge on that investment or of other regulatory sanctions and remedial measures.

Consequently, the Notes may not be a suitable investment for EU Institutional Investors. As a result, the price and liquidity of the Notes in the secondary market may be adversely affected.

Prospective investors are responsible for analyzing their own legal and regulatory position and are advised to consult with their own advisors regarding the suitability of the Notes for investment and the scope, applicability, and compliance requirements of the European Securitization Rules.

RISKS RELATED TO THE TRANSACTION PARTIES

Bankruptcy or insolvency of Carvana could adversely affect the performance, liquidity and market value of the Securities

If Carvana filed for bankruptcy under the Bankruptcy Code or any state insolvency laws, a court may:

• consolidate the assets and liabilities of Carvana with those of the Depositor,

• decide that the sale of the Receivables to the Depositor was not a “true sale” or

• disallow a transfer of Receivables made by Carvana to the Depositor prior to the bankruptcy.

If the assets and liabilities of Carvana were consolidated with those of the Depositor or the Receivables became part of Carvana’s bankruptcy estate, you might experience reductions or delays in payments on your Securities.

The replacement of the Servicer may reduce or delay payments on the Securities

If Bridgecrest were to cease acting as Servicer for any reason, collection practices of a successor servicer [(which, under certain circumstances, may be the Backup Servicer)] may vary from those of Bridgecrest. In addition, after a successor servicer is appointed, the successor servicer may experience some inefficiencies as a result of the transition. If Bridgecrest were to become incapable of acting as servicer[,] [and] a successor servicer had not yet accepted appointment, [and the Backup Servicer failed to satisfy its obligations to act as replacement servicer,] there could be a disruption in servicing that could result in a delay or decrease in collections on the Receivables. It may become increasingly difficult to identify a qualified successor servicer [other than the Backup Servicer] because the

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Servicing Strip Amount is calculated as a percentage of the Pool Balance and some cost components of servicing are fixed; consequently, as the pool amortizes, the Servicing Strip Amount will diminish at a greater rate than the cost of servicing. For the foregoing reasons, if there is a need to replace the Servicer, you may experience delays or reductions in the payments on your Securities.

Carvana and the Depositor have limited obligations to the Issuing Entity and they will not make payments on the Securities

Carvana, the Depositor and their respective affiliates other than the Issuing Entity are generally not obligated to make any payments on the Securities and do not guarantee payments on the Receivables or the Notes. Carvana will make representations and warranties regarding the characteristics of the Receivables. If Carvana breaches these representations and warranties, it may be required to repurchase the applicable Receivables. If Carvana fails to repurchase the applicable Receivables, as and when required, investors might experience reductions or delays in payments on the Notes. See “The Transaction Documents—Sale and Assignment of Receivables.”

The Servicer’s discretion over the servicing of the Receivables, including the sale of Charged-Off Receivables, may impact the amount and timing of funds available to make payments on the Securities

The Servicer is obligated to service the Receivables in accordance with its customary servicing practices and applicable law, subject to limitations regarding permitted modifications. The Servicer has discretion in servicing the Receivables, including the ability to grant payment extensions, to sell Charged-Off Receivables and to determine the timing and method of collection and liquidation procedures. See “The Transaction Documents— The Servicing Agreement and Servicing of the Receivables—Duties of the Servicer.” [The Servicer, in its own discretion, may permit an extension on or a deferral of payments due or halt repossession activity on a case-by-case basis or more broadly in accordance with its customary servicing practices, for example, in connection with a natural disaster or public health emergency affecting a large group of obligors. The Servicer has recently experienced a sharp increase in requests for extensions and modifications related to COVID-19 nationwide and a significant number of such extensions and modifications have been granted. Further, the Servicer temporarily suspended involuntary repossession activities nationwide as a result of the COVID-19 outbreak. The Servicer has resumed some involuntary repossession activity where permitted by local law, but may elect to again suspend such activity at any time in the future. See “—Adverse events arising from the Coronavirus outbreak could result in delays in payment or losses on your Securities.”][Revise as applicable for Grantor Trust deals.] The manner in which the Servicer exercises its discretion could have an impact on the amount and timing of collections on Receivables and, consequently, the amount and timing of Available Funds available to make payments on the Securities.

Additionally, if the Servicer breaches certain covenants with respect to the servicing of the Receivables, the Servicer may be required to indemnify for actual losses related to such Receivables. If the Servicer fails to pay for such actual losses, as and when required, investors might experience reductions or delays in payments on the Securities. See “The Transaction Documents—Sale and Assignment of Receivables.”

Temporary commingling of funds by the Servicer prior to their deposit into the Collection Account may result in losses or delays in payment on the Securities

The Servicer receives collections on the Receivables into accounts of the Servicer, or an affiliate of the Servicer, that contains other funds of the Servicer and amounts collected by the Servicer in respect of receivables other than the Receivables. In general, the Servicer is not required to transfer the funds to the Collection Account until two Business Days following identification. This temporary commingling of funds prior to the deposit of collections on the Receivables into the Collection Account may result in a delay or reduction in the amounts available to make payments on the Notes if the Servicer or the affiliate of the Servicer which maintains the account into which the collection on the Receivables are deposited were to become subject to a bankruptcy proceeding (in which case, those funds may be subject to the automatic stay under the bankruptcy laws or subject to competing claims by other creditors of the Servicer or owners of other receivables).

You may suffer losses on your investment because the Indenture Trustee does not have a direct perfected security interest in the financed vehicles underlying the Receivables

Payments on the Securities depend on collections on the Receivables and, in the case of non-payment of Receivables, the proceeds from the sale of the related financed vehicles. Each of the Depositor, the Issuing Entity, [the Grantor Trust,] and the Indenture Trustee derives its indirect perfected security interest in any financed vehicle through one or more assignments, commencing with an assignment from Carvana to the Depositor. In the event of a bankruptcy of Carvana, the Indenture Trustee may be hindered or delayed in its ability to enforce its rights in the financed vehicles relating to Charged-Off Receivable because the Indenture Trustee is not the secured party of record. Those hindrances and delays may result in a shortfall in liquidation proceeds available to repay investors. As a result, under those circumstances, investors may experience a loss or delay in repayment of principal on the Notes and distributions on the Certificates.

Federal financial and state regulatory reform could have an adverse impact on Carvana, the Depositor, or the Issuing Entity

The Dodd-Frank Act is extensive legislation that effects financial institutions and other non-bank financial companies, such as Carvana. The Dodd-Frank Act also effect the offering, marketing and regulation of consumer financial products and services and increases regulation of the securitization and derivatives markets. Many rules under the Dodd-Frank Act have been implemented by various federal regulatory agencies but, in some cases, the applicable rules have not become effective or additional rulemaking required under the Dodd-Frank Act has not been completed. Therefore, the full effect of the Dodd-Frank Act on the financial markets and its participants, and on the asset backed securities market in particular, will not be known for some time. No assurance can be given that

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the Dodd-Frank Act and its implementing regulations, or the imposition of additional regulations, including the orderly liquidation authority of the Dodd-Frank Act, will not have a significant adverse effect on Carvana, the Depositor, the Issuing Entity, [the Grantor Trust,] or the Servicer, including on the servicing of the Receivables, or the price that a subsequent purchaser would be willing to pay for the Securities.

The Dodd-Frank Act also created the Consumer Financial Protection Bureau (the “CFPB”), a federal regulator, with rulemaking and enforcement authority over consumer finance businesses.

The Dodd-Frank Act created an alternative liquidation framework under which the FDIC may be appointed as receiver for the resolution of a non-bank financial company if the company is in default or in danger of default and the resolution of the company under other applicable law would have serious adverse effects on financial stability in the United States. There can be no assurance that this liquidation framework would not apply to Carvana, the Depositor, or the Issuing Entity, although we expect that the framework will be invoked only very rarely. Guidance from the FDIC indicates that this framework will be exercised in a manner consistent with the existing bankruptcy laws, which is the insolvency regime which would otherwise apply to Carvana, the Depositor, and the Issuing Entity. If the FDIC were appointed as receiver for Carvana, the Depositor, or the Issuing Entity, or if future regulations or subsequent FDIC actions are contrary to the FDIC guidance, you may experience losses or delays in payments on your Securities.

See “Certain Regulatory Considerations—The Dodd-Frank Act” for further discussion of the alternative liquidation framework established by the Dodd-Frank Act for certain non-bank financial companies.

[The rating of a [Swap] [Cap] Counterparty may affect the ratings of the Notes

The Issuing Entity has entered into an interest rate [swap][ cap], and the Hired Rating Agencies will consider the provisions of the interest rate [swap] [cap] and the rating of the [Swap] [Cap] Counterparty in rating the Offered Notes. If a Hired Rating Agency downgrades the debt rating of the [Swap] [Cap] Counterparty, it is also likely to downgrade the rating of the Offered Notes. Any downgrade in the rating of the Offered Notes could have severe adverse consequences on their liquidity or market value.]

Each of the transaction parties relies on software and systems that are highly technical, and if the systems contain undetected errors or are damaged, the transaction parties’ ability to perform their obligations under the Transaction Documents could be adversely affected

Each of the transaction parties uses management information systems and software that are highly complex to perform its obligations under the Transaction Documents and hold certain electronic files. These parties rely on the ability of such systems to store, retrieve, process and manage substantial amounts of data. These systems are subject to damage or interruption from:

• power loss, computer systems failures and internet, telecommunications or data network failures,

• operator negligence or improper operation by, or supervision of, employees or contractors,

• physical and electronic loss of data or security breaches, misappropriation and similar events,

• computer bugs, viruses and errors,

• code production errors, including bugs and deployment errors,

• cyberattacks, intentional acts of vandalism and similar events, and

• hurricanes, earthquakes, fires, floods and other natural disasters.

Any failure of these systems due to any of their designated functions could cause an interruption in operations, could adversely affect such party’s ability to perform its obligations under the Transaction Documents and could result in reduced collections on the Receivables. In particular, if the Servicer were to experience any significant interruptions or losses in its information processing capabilities, the Servicer’s ability to effectively service the Receivables could be materially and adversely affected.

Though the parties have implemented contingency and disaster recovery processes in the event of one or several technology failures, any unforeseen failure, interruption or compromise of these systems or security measures could affect its collection on the Receivables. The risk of possible failures or interruptions may not be adequately addressed, and such failures or interruptions could occur.

In addition, errors in Carvana’s internal systems may cause Receivables to have been improperly underwritten and, as a result, the payment of the Notes may be delayed or otherwise adversely affected, which could result in losses on the Notes.

Adverse events with respect to Carvana, the Servicer, or any of their respective affiliates could affect the timing or amount of payments on your Notes or distributions on the Certificates or have other adverse effects on your Securities

Adverse events with respect to Carvana, the Servicer, their respective affiliates or a third-party provider to whom the Servicer outsources its activities may result in servicing disruptions or reduce the market value of the Securities. For example, servicing disruptions could result from unanticipated events beyond the Servicer’s control, such as natural disasters, public health emergencies (including COVID-19 or similar outbreaks) and economic disruptions, particular to the extent such events affected the Servicer’s business or operations. Further, certain third-party vendors that the Servicer relies on to deliver products and services to support it business may be unable in the future to fully perform in a timely manner, which could adversely impact the Servicer’s ability to operate its business or perform its

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obligations under the Transaction Documents or could cause a disruption in collection activities (including repossessions) and therefore delinquencies and credit losses could increase. Carvana will be required to repurchase certain Receivables that do not comply with representations and warranties made by Carvana and make refunds of cancelled ancillary product premiums. If the Servicer breaches specific servicing obligations with respect to the Receivables, the Servicer will be required to indemnify for actual losses on such Receivables. If Carvana were to become unable to repurchase any of those Receivables and Carvana or the Servicer were unable to make the related payments to the Issuing Entity, investors could suffer losses. No assurances can be given as to Carvana’s or the Servicer’s future financial ability to perform any repurchase or indemnification obligations. In addition, adverse corporate developments with respect to sponsors and servicers of asset-backed securities or their affiliates have in some cases also resulted in a reduction in the market value of the related asset-backed securities. If Carvana or the Servicer faced financial, reputational, regulatory or operational difficulties, those events may reduce the market value of your Securities.

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SPONSOR

Carvana is a leading e-commerce platform for buying and selling used cars. Carvana is transforming the used car buying and selling experience by giving consumers what they want—a wide selection, transparent pricing, and a simple, no-pressure transaction. Each element of its business, from inventory procurement to fulfillment and overall ease of the online transaction, has been built for this singular purpose.

Carvana provides refreshingly different and convenient experiences for used car buying and selling that can save customers time and money. On its platform, consumers can research and identify a vehicle, inspect it using Carvana’s patented 360-degree vehicle imaging technology, obtain financing and warranty coverage, purchase the vehicle, and schedule delivery or pick-up, all from their desktop or mobile devices. Alternatively, a customer can obtain a firm offer online for their vehicle by answering a few questions without needing to provide photos or service records. Carvana’s transaction technologies and online platform transform a traditionally time-consuming process by allowing customers to secure financing, complete a purchase or sale, and schedule delivery or pick-up online in as little as 10 minutes.

Carvana’s technology and infrastructure allow it to seamlessly and cost efficiently deliver this experience to its customers. Carvana uses proprietary algorithms to optimize its nationally pooled inventory of over [    ] vehicles, inspect and recondition vehicles based on its 150-point inspection process, and operate its own logistics network to deliver cars directly to customers as soon as the next day. Customers in certain markets also have the option to pick up their vehicle at one of Carvana’s patented vending machines, which provides an exciting pick-up experience for the customer while decreasing Carvana’s variable costs, increasing scalability and building brand awareness.

The automotive retail industry’s large size, fragmentation, and lack of differentiated offerings present an opportunity for disruption. Carvana has demonstrated that its custom-built business model can capitalize on this opportunity. From the launch of its first market in January 2013 through [    ], Carvana purchased, reconditioned, sold, and delivered approximately [    ] vehicles to customers through its website, generating approximately $[    ] billion in revenue. Carvana’s sales have grown as it increased its market penetration in current markets and added new markets. As of [    ], Carvana’s in-house distribution network services [    ] metropolitan markets, and Carvana plans to continue to expand its network into additional markets. Since February 2013, Carvana has also offered and originated loans to consumers.

Since 2015, Carvana has entered into various agreements under which it sells Receivables to third parties. Since 2019, Carvana has completed [    ] securitizations. This is Carvana’s [    ] public securitization transaction and its [    ] securitization transaction secured [primarily by prime Receivables] [solely by non-prime Receivables]. Carvana utilizes the same origination procedures and systems for all of its receivables; Bridgecrest services all of the receivables originated by Carvana, including receivables sold or securitized by Carvana.

See “Underwriting of Receivables” for a discussion of Carvana’s experience with and overall procedures for underwriting Receivables. See “Historical Performance—Delinquencies and Net Losses” for information regarding historical performance of auto receivables originated by Carvana.

The [EVI] in the Issuing Entity retained by the Depositor or a majority-owned affiliate of Carvana is described under “Credit Risk Retention.”

Carvana, in its capacity as administrator of the Issuing Entity, will enter into the Administration Agreement with the Issuing Entity, [the Grantor Trust] and the Indenture Trustee pursuant to which Carvana, as administrator, will agree, to the extent provided in the Administration Agreement, to provide the notices and to perform other administrative obligations required by the Indenture, the Trust Agreement[, and the Grantor Trust Agreement]. As compensation for the performance of the administrator’s obligations under the Administration Agreement and as reimbursement for its expenses thereto, Carvana, as administrator, will be entitled to an administration fee.

Carvana was formed on March 9, 2012 as an Arizona limited liability company. Carvana’s principal executive offices are located at 1930 W. Rio Salado Parkway, Tempe, Arizona 85281, and its telephone number is (480) 719-8809. Carvana, LLC is indirectly owned by Carvana Co.

[A description of any recent developments that may affect Carvana, the Depositor, or the Servicer to be inserted as necessary].

[Provide information regarding Carvana’s financial condition to the extent required by Item 1104(f) or 1110(c) of Regulation AB]

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DEPOSITOR

The Depositor is organized for the limited purpose of purchasing motor vehicle receivables and associated rights, transferring such purchased assets, forming trusts, and other subsidiaries and engaging in similar activities for multiple securitizations of motor vehicle receivables on an ongoing basis.

The Depositor will acquire the Receivables from Carvana under the Receivables Purchase Agreement and will make various representations and warranties about the origination, characteristics, and transfers of the Receivables to the Issuing Entity under the Receivables Transfer Agreement. If these representations and warranties are breached and not cured and such breach materially and adversely affects the interests of the investors, taken as a whole, the Issuing Entity will have the right under the Receivables Transfer Agreement to require the Depositor to repurchase the relevant Receivables.

[The [EVI] in the Issuing Entity retained by the Depositor is described under “Credit Risk Retention.”] In addition, the Depositor has ongoing obligations to repurchase certain Receivables, [to participate in the transfer of additional Receivables from Carvana to the Issuing Entity during the [Funding Period] [Revolving Period],] and to authorize, execute or file financing statements relating to the Receivables, all as further described in “The Transaction Documents.”

The Depositor was formed on January 4, 2019 as a Delaware limited liability company. Carvana is the sole equity member of Carvana Receivables Depositor LLC. The Depositor’s principal executive offices are located at 1930 W. Rio Salado Parkway, Tempe, Arizona 85281, and its telephone number is (480) 719-8809.

CEO Certification

In connection with this offering, the chief executive officer of the Depositor will make the certifications required under the Securities Act about this prospectus, the disclosures made about the characteristics of the Receivables and the structure of this securitization transaction, the risks of owning the Offered Notes, and whether the securitization transaction will produce sufficient cash flows to make interest and principal payments on the Offered Notes when due. This certification will be filed by the Depositor with the SEC at the time of filing of this prospectus. Despite the fact that the chief executive officer will make these certifications, this certification does not reduce or eliminate the risks of investing in the Offered Notes.

[To be included in each prospectus.] The Depositor has met the registration requirements of General Instruction I.A.1 of Form SF-3 by filing no later than the date of the filing of the final prospectus, and determining that each of its affiliated depositors and issuing entities have filed within the prior 90 days:

• the certification of the chief executive officer of the Depositor described above; and

• the Transaction Documents containing the provisions described in [“The Transaction Documents—Asset Representations Review Agreement,” and “The Transaction Documents— Indenture—Investor Communications.”]

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ISSUING ENTITY

The Issuing Entity was formed on [                ], 20[    ] as a Delaware statutory trust with a fiscal year end of [December 31].

Trust Agreement

The Issuing Entity will be operated pursuant to a trust agreement, which will be dated the date the Issuing Entity will initially issue the Securities.

The Issuing Entity will not engage in any activity other than:

• acquiring the Receivables from the Depositor [for contribution to the Grantor Trust],

• acquiring, holding and managing the [Grantor Trust Certificate] [Receivables] and other assets and any proceeds from the [Grantor Trust Certificate] [Receivables] and other trust assets,

• issuing the Securities,

• [entering into [and making payments under] any interest rate [swap] [cap] related to the floating rate notes,]

• making payments on the Securities, and

• engaging in other activities and taking any actions necessary to fulfill the roles of the Issuing Entity in connection with the Securities.

Insolvency Event

The Trust Agreement provides that the Owner Trustee does not have the power to commence a voluntary proceeding in bankruptcy relating to the Issuing Entity without the prior approval of a majority of the Certificateholders. Under no circumstance will the Owner Trustee commence any proceeding prior to the date that is one year and one day after the termination of the Issuing Entity. In the Servicing Agreement, the Servicer, and in the Receivables Transfer Agreement, the Depositor, respectively, will covenant that it will not, for a period of one year and one day after the final distribution for the Notes and the certificates to the Note Distribution Account or the Certificate Distribution Account, as applicable, institute against the Issuing Entity any bankruptcy, reorganization or other proceeding under any federal or state bankruptcy or similar bankruptcy law. In the Receivables Purchase Agreement, Carvana will covenant that it will not, for a period of one year and one day after the final distribution for the Notes and the certificates to the Note Distribution Account or the Certificate Distribution Account, as applicable, institute against the Depositor[, or] the Issuing Entity[, or the Grantor Trust] any bankruptcy, reorganization or other proceeding under any federal or state bankruptcy or similar bankruptcy law.

Certificateholder Liability; Indemnification

Under the Trust Agreement, Certificateholders will be entitled to the same limitation of personal liability extended to stockholders of for profit corporations under the General Corporation Law of the State of Delaware.

Termination

The Issuing Entity will terminate upon the final distribution by the Indenture Trustee and the paying agent of all monies and other property of the Issuing Entity in accordance with the terms of the Trust Agreement, the Servicing Agreement and the Indenture, including in the case of the exercise by the Servicer (or its designee) of its option to purchase the Receivables as described above under “Description of the Notes—Optional Redemption.”

The Indenture Trustee will give written notice of redemption to each noteholder of record and the certificate registrar will give written notice of dissolution of the Issuing Entity to each Certificateholder of record. The final distribution to any noteholder or Certificateholder will be made only upon surrender and cancellation of that noteholder’s note at an office or agency of the Indenture Trustee specified in the notice of redemption or that Certificateholder’s certificate at an office or agency of the certificate registrar specified in the notice of dissolution.

Trust Property

The property of the Issuing Entity will include:

• the [Grantor Trust Certificate and all distributions on or in respect of the Grantor Trust Certificate] [Receivables],

• amounts as from time to time may be held in the Designated Accounts, except for the Certificate Distribution Account, and

• the rights of the Depositor under the Receivables Purchase Agreement.

The investment earnings on the amounts in the Reserve Account [the Class N Reserve Account,] and the Collection Account will [not] be property of the Issuing Entity. [These investment earnings, net of losses and investment expenses, will be payable to Carvana.]

The Issuing Entity’s principal offices are in [                ], [Delaware], in care of [insert name of owner trustee], as owner trustee, at the address listed in “Owner Trustee [and Grantor Trust Trustee]” below.

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Capitalization of the Issuing Entity

The following table illustrates the expected capitalization of the Issuing Entity as of the [Closing] [Initial Cutoff] Date [(as if the issuance and sale of the Securities had taken place on that date)]:

Class A-1 Asset Backed Notes	$
Class A-2[a/b] Asset Backed Notes[(1)]	$
Class A-3 Asset Backed Notes	$
Class B Asset Backed Notes	$
Class C Asset Backed Notes	$
Class D Asset Backed Notes	$
Class E Asset Backed Notes	$
[Class N Asset Backed Notes]	$
Overcollateralization	$
Reserve Account	$
[Pre-Funding Account]	$
[Negative Carry Account]	$
[Class N Reserve Account]	$
Total	$

[(1) The aggregate principal amount of the Class A-2[a/b] Notes will be $[•] as reflected above. The principal amount of each of the Class A-2[a/b] Notes may change but will be determined on or prior to the day of pricing of those classes of Notes. Nevertheless, the respective principal amounts of the Class A-2[a/b] Notes are expected to be within the applicable ranges set forth in footnote (8) to “Prospectus Summary—The Offered Notes.”]

[If the aggregate principal amount of the Offered Notes is $[    ] on the Closing Date, the following table illustrates the expected capitalization of the Issuing Entity as of the [Closing] [Initial Cutoff] Date (as if the issuance and sale of the Securities had taken place on that date)]:

Class A-1 Asset Backed Notes	$
Class A-2[a/b] Asset Backed Notes[(1)]	$
Class A-3 Asset Backed Notes	$
Class B Asset Backed Notes	$
Class C Asset Backed Notes	$
Class D Asset Backed Notes	$
Class E Asset Backed Notes	$
[Class N Asset Backed Notes]	$
Overcollateralization	$
Reserve Account	$
[Pre-Funding Account]	$
[Negative Carry Account]	$
[Class N Reserve Account]	$
Total	$

[(1) The aggregate principal amount of the Class A-2[a/b] Notes will be $[•] as reflected above. The principal amount of each of the Class A-2[a/b] Notes may change but will be determined on or prior to the day of pricing of those classes of Notes. Nevertheless, the respective principal amounts of the Class A-2[a/b] Notes are expected to be within the applicable ranges set forth in footnote (8) to “Prospectus Summary—The Offered Notes.”]

[The Class [    ] Notes may be retained initially by the Depositor or its affiliate.] The Class XS Notes, [the Class [    ] Notes, the Class N Notes] and Certificates [(other than the EVI)] will be sold in one or more private placements or retained initially by the Depositor or one of its affiliates.] [Carvana or a majority-owned affiliate will initially hold the [Class RR Notes] [single vertical security] [EVI]. Carvana or its affiliate will not sell the [Class RR Notes] [single vertical security] [EVI] until it is permitted to do so as described in “Credit Risk Retention.”]

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[The following section will be utilized if an underlying Grantor Trust is included in an issuance]

GRANTOR TRUST

Carvana Auto Receivables Grantor Trust 20[    ]-[    ] is a statutory trust formed under the laws of the State of Delaware with a fiscal year end of [December 31]. The Issuing Entity formed the Grantor Trust. The Grantor Trust will acquire the Receivables from the Issuing Entity in exchange for a certificate that evidences 100% of the beneficial interests in the Grantor Trust (the “Grantor Trust Certificate”) issued pursuant to the Grantor Trust Agreement, dated on or before the Closing Date. The Grantor Trust Certificate will be pledged by the Issuing Entity to the Indenture Trustee for the benefit of the investors pursuant to the Indenture.

The Grantor Trust will not engage in any activity other than:

• acquiring, holding and managing the Receivables and other assets of the Grantor Trust and any proceeds from the Receivables and other trust assets,

• issuing the Grantor Trust Certificate,

• making payments on the Grantor Trust Certificate, and

• engaging in other activities and taking any actions necessary to fulfill the roles of the Grantor Trust in connection with the Grantor Trust Certificate.

The property of the Grantor Trust will include:

• the Receivables,

• security interests in the financed vehicles,

• the right to proceeds, if any, of any credit life, credit disability, physical damage or other insurance policies covering the financed vehicles, and

• the rights of the Issuing Entity under the Receivables Transfer Agreement, including the rights of the Depositor under the Receivables Purchase Agreement.

The Grantor Trust’s principal offices are in [                ], Delaware, in care of [name of grantor trust trustee], as grantor trust trustee at the address listed in “Owner Trustee and Grantor Trust Trustee” below.

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SERVICER

Bridgecrest Credit Company, LLC, an Arizona limited liability company (“Bridgecrest”), has been servicing motor vehicle receivables since 2010, and its parent company, Bridgecrest Acceptance Corporation, has been servicing motor vehicle receivables since [    ]. Bridgecrest and its affiliates service motor vehicle receivables originated by DriveTime Car Sales Company, LLC and Carvana, including receivables securitized or sold in whole-loan purchases by DriveTime Car Sales Company, LLC, Carvana or their respective affiliates. Since 1996, Bridgecrest or its affiliates have serviced over 70 securitizations of motor vehicle receivables.

See “Servicing Procedures” for more information regarding Bridgecrest’s customary servicing practices.

As described more fully below under “The Transaction Documents,” the Servicer will be responsible for servicing and making collections on the Receivables in accordance with its customary servicing practices and applicable law. The Servicer’s duties will include collection and posting of all payments, responding to inquiries of obligors, pursuing delinquencies, recovery and remarketing of financed vehicles if required, making available payment or other information to obligors, accounting for collections, administering insurance claim filings and providing monthly reports. The Servicer will not have custodial responsibility for the receivable files.

Bridgecrest is an affiliate of Carvana and services all of the receivables originated by Carvana, including receivables sold or securitized by Carvana. See “Affiliations and Relationships Among Transaction Parties” for more information regarding Bridgecrest’s relationship with Carvana.

Bridgecrest was formed on December 30, 2009 as an Arizona limited liability company. Bridgecrest’s principal executive offices are located at 7300 E Hampton Avenue, Mesa, Arizona 85209, and its telephone number is (602) 852-6600.

[Provide information regarding the Servicer’s financial condition to the extent required by Item 1108(b)(4) of Regulation AB]

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INDENTURE TRUSTEE

[    ], a [national banking association], is the “Indenture Trustee” under the Indenture for the benefit of the investors.

The Indenture Trustee’s duties are limited to those duties specifically set forth in the Indenture. Carvana and its affiliates may maintain normal commercial and investment banking relations with the Indenture Trustee and its affiliates. The Indenture Trustee’s fees and indemnity payments against certain losses, liabilities or expenses incurred by the Indenture Trustee in connection with the Transaction Documents will be paid out of Available Funds as described under “Distribution Date Payments” and “Distribution Date Payments—Distribution Date Payments After Acceleration of the Notes.”

[    ] has served and currently is serving as indenture trustee for numerous securitization transactions and programs involving pools of motor vehicle receivables.

[    ] is subject to various legal proceedings that arise from time to time in the ordinary course of business. [    ] does not believe that the ultimate resolution of any of these proceedings is material to investors in Offered Notes.

[Insert additional disclosure, if applicable, pursuant to Item 1109 of Regulation AB, including description of limitations of trustee’s liability, indemnification provisions that entitle indemnification from trust cash flows as required by Items 1109(a)(4) and (5) of Regulation AB.]

Investors may contact the Indenture Trustee at its corporate trust office located at [    ], or by calling [    ]

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OWNER TRUSTEE [AND GRANTOR TRUST TRUSTEE]

[                ] will be [(1)] the Owner Trustee under the Trust Agreement [and (2) the Grantor Trust Trustee under the Grantor Trust Agreement]. [                ] is a [                ] and a wholly-owned subsidiary of [                ]. Its principal offices are located at [                ].]

[To be inserted by Owner Trustee [and Grantor Trust Trustee]: disclosure about the Owner Trustee [and Grantor Trust Trustee] as required by Items 1109, 1117 and 1119 of Regulation AB.]

Pursuant to the Trust Agreement, the Owner Trustee will perform limited administrative functions of the Issuing Entity including the execution and delivery of the Transaction Documents and any related certificate or other document to which the Issuing Entity is a party. The Owner Trustee will also direct the Indenture Trustee to authenticate and deliver the Notes and will be authorized but not obligated to take all other actions required of the Issuing Entity pursuant to the Transaction Documents. The Owner Trustee is obligated to perform only those duties that are specifically assigned to it in the Trust Agreement, the Receivables Transfer Agreement, [the Receivables Contribution Agreement] or any other related documents.

[Pursuant to the Grantor Trust Agreement, the Grantor Trust Trustee will perform limited administrative functions of the Grantor Trust including the execution and delivery of the Transaction Documents and any related certificate or other document to which the Grantor Trust is a party. The Grantor Trust Trustee is obligated to perform only those duties that are specifically assigned to it in the Grantor Trust Agreement, the Receivables Contribution Agreement or any other related documents.]

The Owner Trustee’s liability in connection with the issuance and sale of the Securities is limited solely to the express obligations of the Owner Trustee set forth in the Trust Agreement governing the Issuing Entity. The Owner Trustee will not be liable for the default or failure of any of Carvana, the Issuing Entity, [the Grantor Trust,] the Servicer, [the Backup servicer,] the Collateral Custodian, or other trustees to carry out their respective obligations under any of the Transaction Documents, nor will the Owner Trustee be liable under any Transaction Document under any circumstances, except for such liability and losses due to its willful misfeasance, bad faith or gross negligence (except errors in judgment) or from a breach of representation or warranties regarding itself in the Trust Agreement.

[The Grantor Trust Trustee’s liability in connection with the issuance and sale of the Notes and certificates is limited solely to the express obligations of the Grantor Trust Trustee set forth in the Grantor Trust Agreement governing the Grantor Trust. The Grantor Trust Trustee will not be liable for the default or failure of any of the administrator, the Issuing Entity, the Grantor Trust, the Servicer, [the Backup Servicer,] the Collateral Custodian or other trustees to carry out their respective obligations under any of the Transaction Documents, nor will the Grantor Trust Trustee be liable under any Transaction Document under any circumstances, except for such liability and losses due to its willful misfeasance, bad faith or gross negligence (except errors in judgment) or from a breach of representation or warranties regarding itself in the Grantor Trust Agreement.]

The Owner Trustee may resign at any time, in which event Carvana, or a successor administrator, will be obligated to appoint a successor owner trustee. Carvana or the Depositor may also remove the Owner Trustee if the Owner Trustee ceases to be eligible to continue as owner trustee under the Trust Agreement or if the Owner Trustee becomes insolvent. In those circumstances, Carvana, or a successor administrator, will be obligated to appoint a successor owner trustee. Any resignation or removal of an owner trustee and appointment of a successor owner trustee will not become effective until acceptance of the appointment by the successor owner trustee. Costs associated with the termination of the Owner Trustee and the appointment of a successor will be borne by the Issuing Entity.

[The Grantor Trust Trustee may resign at any time, in which event Carvana, or a successor administrator, will be obligated to appoint a successor grantor trustee. The Issuing Entity or administrator of the Grantor Trust may also remove the Grantor Trust Trustee if the Grantor Trust Trustee ceases to be eligible to continue as grantor trust trustee under the Grantor Trust Agreement or if the Grantor Trust Trustee becomes insolvent. In those circumstances, Carvana, or a successor administrator, will be obligated to appoint a successor grantor trust trustee. Any resignation or removal of a grantor trust trustee and appointment of a successor grantor trust trustee will not become effective until acceptance of the appointment by the successor grantor trust trustee. Costs associated with the termination of the Grantor Trust Trustee and the appointment of a successor will be borne by the Issuing Entity.]

On each Distribution Date, the Owner Trustee or other paying agent under the Trust Agreement will be required to distribute to the Certificateholders amounts equal to the amounts deposited in the Certificate Distribution Account pursuant to the Indenture on or prior to such Distribution Date.

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[COLLATERAL CUSTODIAN

[                ] will be collateral custodian under the Collateral Custodian Agreement. [                ] is a [                ] and a wholly-owned subsidiary of [                ]. Its principal offices are located at [                ].]

[                ] is authorized to act as collateral custodian and to retain physical possession of the tangible records related to the Receivables or, in connection with the e-vault provider, maintain “control” over the electronic records held by the [Issuing Entity] [Grantor Trust] for purposes of the UCC and other documents relating thereto as collateral custodian for the Issuing Entity.]

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ASSET REPRESENTATIONS REVIEWER

[    ], a [    ], will act as the “asset representations reviewer” under the Asset Representations Review Agreement.

[Insert description of Asset Representations Reviewer, including prior experience as asset representations reviewer for ABS transactions involving similar assets as required by Item 1109(b)(2) of Regulation AB.]

The Asset Representations Reviewer is not, and will not so long as the Offered Notes remain outstanding, be affiliated with Carvana, the Depositor, the Servicer, [the Backup Servicer,] the Issuing Entity, [the Grantor Trust,] the Indenture Trustee, the Owner Trustee, [the Grantor Trust Trustee,] [the [Swap] [Cap] Counterparty,] or any of their affiliates and none of the Asset Representations Reviewer’s affiliates has been hired by Carvana or the underwriters to perform pre-closing due diligence work on the Receivables. The Asset Representations Reviewer may be appointed as an asset representations reviewer on other transactions for Carvana or its affiliates.

For so long as the Offered Notes remain outstanding, the Asset Representations Reviewer must satisfy these eligibility criteria. The Asset Representations Reviewer is not responsible for (a) reviewing the Receivables for compliance with the representations under the Transaction Documents, except in connection with a review under the Asset Representations Review Agreement or (b) determining whether noncompliance with any representation is a breach of the Transaction Documents or if any Receivable is required to be repurchased.

The Asset Representations Reviewer’s main obligations will be:

• reviewing each [Review Receivable] following receipt of a review notice from the Indenture Trustee, and

• providing a report on the results of the review to the Carvana, the Depositor, the Servicer, the Issuing Entity and the Indenture Trustee.

For a description of the review to be performed by the Asset Representations Reviewer, you should read [“The Transaction Documents—Asset Representations Review Agreement.”]

[Insert description of limitations on the Asset Representations Reviewer’s liability, indemnification provisions that entitle indemnification from trust cash flows and provisions regarding the Asset Representations Reviewer’s removal, replacement or resignation as required by Item 1109(b)(5), (6) and (7) of Regulation AB.]

[To the extent any fees, expenses and indemnification amounts of the Asset Representations Reviewer are not paid by Carvana, any such unpaid amounts will be paid by the Issuing Entity on each Distribution Date from Available Funds up to the limit of $[    ] per year. The Issuing Entity will pay any of these amounts in excess of the limit only after paying in full on that Distribution Date all other fees and expenses of the Issuing Entity and all required interest and principal payments on the Notes and after any required deposits in the Reserve Account [and the Class N Reserve Account] have been made. Following an Event of Default, these fees, expenses and indemnities will be paid prior to required interest and principal payments on the Notes. See “Distribution Date Payments—Distribution Date Payments After Acceleration of the Notes.”]

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[BACKUP SERVICER

[                ], a [                ], is the backup servicer of the Receivables pursuant to the Backup Servicing Agreement. [                ] is a [                ] and a wholly-owned subsidiary of [                ]. Its principal offices are located at [                ].]

[To be inserted by Backup Servicer: disclosure about the Backup Servicer as required by Items 1108, 1117 and 1119 of Regulation AB.]

In certain circumstances, the Backup Servicing Agreement may be terminated. See “The Transaction Documents—Backup Servicing Agreement.”]

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UNDERWRITING OF RECEIVABLES

Application and Purchase Process

Carvana’s credit application volume consists exclusively of customers seeking financing for the purchase of a vehicle from Carvana. Approximately [80]% of Carvana’s retail unit sales are directly financed by Carvana.

At any time during the shopping experience, customers may submit a pre-qualification application in order to receive precise, conditionally approved financing offers on all vehicles in Carvana’s available inventory. The application captures basic customer identity, contact, and income information that enables Carvana to obtain data about the customer from its credit data partners. Within seconds of pre-qualification application submission, Carvana’s data partners provide it with third-party credit scores, such as FICO, as well as raw credit and alternative data that Carvana uses in its proprietary risk models, which are described below. Carvana’s proprietary financing technology quickly iterates through each vehicle in its inventory to calculate personalized financing offers for the customer based on customer-specific attributes, such as CarvanaScore, income, and state of residence, as well as vehicle-specific attributes, such as price, mileage, and model year.

Customers who submit a pre-qualification application will see personalized financing terms, which are automatically generated through Carvana’s proprietary financing technology, displayed alongside vehicle pricing information on both Carvana’s search and vehicle detail pages. This calculation of offers on all vehicles in Carvana’s available inventory allows customers to leverage Carvana’s search page to rapidly identify vehicles that both meet desired vehicle criteria and monthly payment and down payment options. Once a customer has identified a vehicle of interest, he or she can choose from hundreds of permutations, specific to such customer, of down payment amount, monthly payment, interest rate, and term offered by Carvana on that specific vehicle, providing the customers with flexibility in choosing their financing options.

After selecting a vehicle, customers begin the “Purchase Process,” a series of steps that allows the customer to complete a purchase in a little as 10 minutes. During the Purchase Process, the customer will:

• Review and select ancillary product options, including vehicle service contracts and GAP waiver coverage,

• Value and apply a trade-in to the purchase, if desired,

• Upload images of requested documents, such as his or her driver’s license or recent paystubs,

• Provide bank account information for making the down payment and, if desired, enroll in auto-pay on the loan, and

• Schedule the date, time, and location of the delivery of the purchased vehicle, including whether the vehicle is to be picked-up at one of Carvana’s patented car vending machine locations or delivered to the customer’s home.

The Purchase Process culminates in the customer confirming his or her order and financing application. Based on the information Carvana collects through the pre-qualification application and Purchase Process, Carvana’s proprietary financing technology automatically assesses the credit risk of the customer and determines the final terms of the financing offered by Carvana to the customer. Order confirmation triggers the generation of electronic contracts that the customer can sign immediately and must sign in advance of delivery, marking the beginning of Carvana’s Verification Process. [None] of the Receivables in the [Initial] Pool were originated with exceptions to Carvana’s written underwriting guidelines or automated underwriting process.

[Additional Underwriting Procedures and exceptions, if any, to be discussed.]

Verification Process

Carvana has established a centralized “Verification Process” in which every order placed in the Purchase Process is verified by a team of specialized employees at its headquarters in Tempe, Arizona. In accordance with Carvana’s policies and procedures, all orders must successfully pass verification tests related to identity, income, employment, insurance, and residency prior to delivery of the vehicle and origination of the loan.

The Verification Process utilizes both manual and technology-enabled processes. For example, certain customers with lower expected credit risk may be eligible to pass income and employment verification tests based on information available from Carvana’s data partners, while other customers may be asked to provide paystubs, bank statements, or other information for manual verification of income and employment. Identity verification is a critical component of Carvana’s Verification Process, and generally involves review and image capture of the customer’s driver’s license by a Carvana employee at time of delivery, a web-based identity verification questionnaire, and review of identity information provided by Carvana’s data partners.

In addition to the verification processes described above, Carvana has developed multiple tools and processes to mitigate the risk of fraud in the origination process. One such tool is Carvana’s proprietary “FraudScore” model, which combines credit and alternative data obtained from data partners, details of the customer’s order and other proprietary data to score orders based on the risk of fraud. FraudScore highlights orders for additional review and diligence by specially-trained members of Carvana’s verifications team. Carvana’s “Red Flags” process involves comparison of information provided by the customer in the application with information obtained from data partners to detect inconsistencies which must be evaluated and cleared through research using vendor tools or additional documentation provided by the customer.

Delivery and Post-Sale

Carvana allows customers to pick-up vehicles from any of its patented car vending machine locations and provides as soon as next-day home delivery using its fulfillment network and delivery advocate employees to customers who live in one of Carvana’s established

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delivery markets. During the delivery, images of the customer’s driver’s license and proof of insurance are captured and reviewed by a Carvana employee. The customer and delivery advocate complete any outstanding paperwork, including execution of a title application and other documents needed to perfect Carvana’s security interest in the vehicle, which are then sent to Carvana’s headquarters in Tempe, Arizona for processing.

Every Carvana purchase comes with a “7 Day Money Back Guarantee,” which allows the customer to return the vehicle within seven days of purchase. When a vehicle is returned, the associated retail installment contract is voided and any accrued interest is waived. Generally, upon expiration of the seven day period, if the customer has decided to keep the vehicle, a team of Carvana employees initiate the title and registration process. Information regarding the motor vehicle receivable (including with respect to the related obligor and financed vehicle) is sent by Carvana to Bridgecrest for onboarding, together with copies (but not the originals) of the contract and certain related documentation.

Proprietary Risk Models

Carvana has developed multiple proprietary risk models to support various aspects of its vertically integrated automotive lending business.

Carvana utilizes a custom credit risk model in addition to traditional third-party credit scores such as FICO for the purpose of evaluating credit risk and determining financing offers. Carvana’s primary credit risk model, CarvanaScore, incorporates traditional and non-traditional data from multiple third party data partners. CarvanaScore has been developed exclusively on loan performance data from past Carvana originations, and places emphasis on customer attributes that Carvana’s sophisticated, machine learning techniques have found to be most predictive of loan performance. The model is significantly more predictive than third-party credit scores on Carvana’s customer population, and has been validated out of time and out of model training sample on both Carvana and non-Carvana originated loans.

Carvana has also developed a “Deal Score” model for internal and external reporting and portfolio monitoring purposes. The Deal Score model produces scores that range from 0 to 100, with higher scores indicating lower expected risk of negative loan performance. Deal Score combines a customer’s CarvanaScore with deal-specific attributes, such as down payment, monthly payment amounts, payment-to-income ratio and vehicle characteristics, to enhance predictive power. Like CarvanaScore, Deal Score has been developed exclusively on Carvana loan performance data.

All proprietary risk models used in Carvana’s lending business are regularly monitored and tested. The risk models are updated from time to time to adjust for new performance data, changes in customer and economic trends, and additional sources of third party data.

Security Interest in Vehicles

Each motor vehicle receivable underwritten by Carvana in connection with the sale of a used motor vehicle is secured by that vehicle. For more information, see “The Receivables—Certain Legal Considerations of the Receivables—Security Interests in the Financed Vehicles.”

Electronic Contracts and Electronic Contracting

Carvana employs electronic contracting under which the related contracts are evidenced by an electronic record and are electronically signed by the related obligors. Carvana contracts with third parties to facilitate the process of creating and storing such electronic contracts in an electronic vault maintained by a third-party on behalf of Carvana. These third-party’s technology systems permit transmission, storage, access and administration of electronic contracts and is comprised of proprietary and third-party software, hardware, network communications equipment, lines and services, computer servers, data centers, support and maintenance services, security devices and other related technology that enable electronic contracting in the automobile retail industry.

The electronic vaulting system uses a combination of technological and administrative features that are designed to (i) designate a single copy of the record or records comprising an electronic contract as being the single authoritative copy of the Receivable, (ii) manage access to and the expression of the authoritative copy, (iii) identify Carvana as the owner of record of the authoritative copy and (iv) provide a means for transferring record ownership of, and the exclusive right of access to, the authoritative copy from the current owner of record to a successor owner of record.

35

SERVICING PROCEDURES

The Servicer will be responsible for servicing and making collections on the Receivables. The Servicer’s duties will include collection and posting of all payments, responding to inquiries of obligors, pursuing delinquencies, recovery and remarketing of vehicles if required, making available payment or other information to obligors, accounting for collections, administering insurance claim filings and providing monthly reports.

The Servicer will generally be required to service the Receivables in accordance with its customary servicing practices, which are the customary servicing practices of the Servicer with respect to all comparable motor vehicle receivables that the Servicer services for itself or others, as such practices may be changed from time to time. The following discussion is a brief description of certain of the customary servicing practices, including the written servicing policy and procedures, of Bridgecrest applicable to its role as Servicer. The Servicer modifies these servicing practices from time to time to comply with applicable regulatory requirements and guidance. In addition, the Servicer reviews its servicing practices periodically and revises them to improve the effectiveness or efficiency of its servicing and collection activities.

Payment Channels and Methods

The Servicer maintains a website where obligors can access information about their accounts. Obligors have a variety of available payment options, including through an online portal, by phone with a representative or through an automated phone system, mail, an app and third-party payment processing services. Currently, debit card, credit card, check (through mail) and automated clearing house (“ACH”) payments are accepted through these payment avenues. The Servicer continually evaluates emerging trends and payment technologies and may modify its accepted payment methods from those described above.

Payment Application and Partial Payments

Unless otherwise required by law or the applicable contract, payments received on an obligor’s account are generally applied in the following order: past due interest, past due principal, current scheduled payments, any assessed late fees and non-sufficient fund (“NSF”) fees and then to future scheduled payments. An obligor must pay at least 90% of a scheduled payment and all past due amounts to be considered current. The Servicer may waive late fees, NSF fees and other Supplemental Servicing Fees in its discretion and in accordance with its servicing practices.

Collections

The Servicer maintains its primary servicing centers in Mesa, Arizona and Dallas, Texas. In addition, the Servicer continues to invest in and consider alternate strategies for its servicing functions, including work-from-home options, and may have agents performing certain servicing functions from remote or alternate locations. The mission of the Servicer’s loan servicing department is to assist obligors to remain current on their payments. The Servicer generally works with obligors that are having difficulties making payments to bring the account current by either securing a payment or creating a plan to bring the account current. The loan servicing department is organized into several different teams based on payment and delinquency stage. The front end collections group generally handles delinquencies of thirty days or less by contacting obligors and responding to inbound calls. The mid-range group is responsible for delinquencies over 30 days and less than 61 days past due at month end, and servicing at this stage relies primarily on contacting obligors with the goal of determining if the obligor is eligible for payment assistance (such as an extension). For accounts that are 61 to 121 days past due, a late-stage collections group will continue to work with obligors to determine when the related vehicles should be assigned for repossession and/or reinstated. Accounts that remain 120 or more days delinquent at the end of a month will be charged-off.

Modification of Contracts-Due Date Changes and Extensions

The Servicer may change the due dates for payments to accommodate the date the obligor feels best suits its ability to make timely payments. Due date changes generally are not treated as extensions.

The Servicer’s servicing policy and procedures sets forth requirements for when the term of a receivable may be extended. Extensions are granted when an obligor’s payments are deferred to the end of the term to bring the account current. This extends the contract maturity date but does not affect any other terms of the receivable. Generally, extensions are granted after a determination is made that the extension will likely alleviate an obligor’s temporary hardship. Under the current policy, extensions generally may not extend the final payment more than six months past the original maturity date of the contract and may not be available to an obligor until six monthly equivalent payments have been made. On a monthly pay frequency, an obligor may receive up to 6 payment extensions over the life of the loan or up to 3 payment extensions in a 12-month period as long as it is not extending 6 months beyond the original maturity date. Extensions may be processed within system and rule constraints without manual intervention or approval. Exceptions may also be granted by an authorized approver beyond the guidelines and established limits within specified parameters. Any extension or other permissible modification could have an impact on the amount and timing of collections on Receivables and, consequently, the amount and timing of Available Funds to make payments on the Securities. See “Risk Factors—Risk Related to the Transaction Parties—The Servicer’s discretion over the servicing of the Receivables, including the sale of Charged-Off Receivables, may impact the amount and timing of funds available to make payments on the Securities.”

Disaster Relief and Recovery

In the event of a natural or manmade disaster, the Servicer may implement a range of actions with respect to impacted obligors and the related receivables, including the cessation of repossession and collection efforts, offering assistance through modification or extension of the receivable and assisting with the processing of insurance claims. The scope of any such action may exceed the general requirements for eligibility with respect to such action outside of a natural or manmade disaster situation.

36

Charge-off Guidelines

The Servicer’s charge-off policy is designed to provide a consistent approach in compliance with applicable law to the charge-off of delinquent receivables, as well as accounts for which insurance proceeds have been applied following a casualty or for which a vehicle has been abandoned. Generally, receivables in default are charged-off at the earlier of (a) the date which the obligor is 120 days past due at the end of the month or (b) the expiration of the notice of intent (i.e., notice to the obligor of the intent to sell the vehicle to recoup part of the loss from the default) following a repossession of the related vehicle. Vehicles abandoned by an obligor or with applied insurance proceeds are charged off at 120 days past due. In the event the customer presents GAP coverage at time of loss, proceeds are applied to the account and the leftover balance is written down to reflect the GAP coverage. If the GAP payment is applied prior to the account becoming 120 days past due, then the receivable will be noted as paid/settled and the balance will not be charged-off. Once an account charges-off, the obligor is no longer responsible for late fees and interest previously accrued on the receivable, nor will the obligor accrue any additional late fees and interest; instead, the obligor is only responsible for the principal balance.

Sales of Deficiency Balances

The Servicer may from time to time sell deficiency balances remaining after a receivable is charged-off to third-parties on either a flow or portfolio purchase basis.

Repossession, Reinstatements and Liquidations

The Servicer’s servicing policy and procedures includes guidance with respect to repossessions, the handling of an obligor’s voluntary surrender of a vehicle, the handling of vehicles that have been impounded and notice requirements related to the foregoing. Generally, the Servicer may repossess a vehicle if the obligor has missed a monthly payment or has otherwise defaulted under a receivable, but a decision to repossess a vehicle is determined on an account-by-account basis in accordance with guidelines that consider, among other thigs, the risk of loss associated with the account. If the Servicer determines that a vehicle should be repossessed, then the Servicer will assign the vehicle for repossession to an approved repossession agent. In certain states and in some circumstances, the Servicer must send a “right to cure” notice prior to repossessing the vehicle and, in some states, the Servicer must send a “notice of intent” letter informing the obligor of the intent to sell the repossessed vehicle. If a vehicle is submitted for repossession and has not been recovered, the customer is offered options to cancel the repossession through payment of the full principal balance (which is referred to as “redeemed”) or, for customers in certain states, payment of the full past due balance (which is referred to as “reinstated”). If the related obligor is in bankruptcy or subject to the Servicemembers Civil Relief Act, then the account will be referred to the Servicer’s bankruptcy department or military group within loan servicing prior to any repossession to ensure compliance with applicable legal requirements. Additionally, an obligor has the ability to voluntarily surrender a vehicle to the Servicer by requesting that the Servicer retrieve the vehicle, which is considered a voluntary repossession. A repossession may be cancelled or placed on hold under certain circumstances, including when the related obligor makes an agreed upon payment to stop the repossession or bring the account current or when the obligor submits a request for a payment extension that is then granted by the Servicer.

If a repossessed vehicle is not redeemed or reinstated, then the Servicer will sell the vehicle at auction and apply the net liquidation proceeds of the sale to the outstanding balance of the receivable. If the net liquidation proceeds exceed the outstanding balance, then the Servicer will refund the excess to the obligor; if the net liquidation proceeds are less than the outstanding balance, then the obligor will remain liable for the deficiency balance after rebates and credits, if any, are applied to the account.

Bankruptcy

The Servicer’s bankruptcy department is assigned to manage all receivables with obligors that have filed for bankruptcy. Once notice is received that an obligor has filed for bankruptcy, the account is moved to the bankruptcy department and all collection efforts are halted until the bankruptcy department reviews the account and determines the next steps. For obligors in bankruptcy, the Servicer will not engage in any collection efforts unless an oral notification of bankruptcy was not confirmed by documentation within a specified time period, the bankruptcy case has been dismissed (and not reinstated or appealed), the vehicle is sold and no amount remains due on the account or the account is reaffirmed and reaffirmation is approved by the bankruptcy court.

Impounds

From time to time vehicles are impounded. When an obligor abandons a vehicle by failing to retrieve the vehicle from the impound lot, the Servicer will determine whether to secure possession of the vehicle to satisfy the outstanding amounts under the related receivable. If the Servicer’s impound department determines that the cost of securing possession of the vehicle is too high as a result of accrued impound and storage fees when compared to the amount owed on the account and the vehicle’s value and/or condition, the vehicle will be left at the impound lot.

Insurance Policies and Processing

Although the retail installment contracts require obligors to ensure the vehicle, the Servicer is not obligated to monitor compliance with this requirement or to force-place insurance. However, once the Servicer becomes aware of a damaged vehicle, the Servicer processes insurance settlements (other than certain negotiated settlements, which are handled by a third-party claims management service). If a damaged vehicle is repairable, the insurance company will send a check in connection with the repairs; if a damaged vehicle is considered a total loss, the insurance company will determine the value for the vehicle and will propose a settlement payment. Once the Servicer and the insurance company agree to a settlement amount, the insurance company will send a check to the Servicer and the Servicer will

37

release the title to the vehicle to the insurance company. The obligor is responsible for any difference between the outstanding balance of the receivable and the insurance proceeds, unless the obligor has GAP coverage or a deficiency waiver. GAP coverage, if purchased at the time the obligor purchases the vehicle, and subject to certain exceptions set forth in the GAP contract, acts to waive any remaining deficiency balance owed on the receivable after the full insurance settlement check has been received.

[Describe any material changes to servicer’s policies or procedures during the past three years as required by Item 1108(b)(3) of Regulation AB.]

[Describe to the extent material any special or unique factors involved in servicing the Receivables to the extent required by Item 1108(c)(3) of Regulation AB.]

38

HISTORICAL PERFORMANCE

Delinquencies and Net Losses

The information below includes historical performance data of (1) all motor vehicle receivables that were originated by Carvana, whether or not such receivables have been previously sold or securitized (but are still serviced by Bridgecrest) or may be sold or securitized in the future, including receivables that do not meet the criteria for inclusion in, or were otherwise excluded from, this securitization transaction under the captions “All Obligors” and (2) all motor vehicle receivables that were originated by Carvana relating to obligors with a Deal Score of [    ] or [lower] [higher] at the time of origination whether or not such receivables have been previously sold or securitized (but are still serviced by Bridgecrest) or may be sold or securitized in the future under the captions “[Prime] [Non-Prime] Obligors.” [See “Risk Factors—Risks Related to the Receivables—There is a high concentration of lower credit obligors in the pool of Receivables, which may affect the performance of the Receivables and which could result in losses on your Notes.”]

There can be no assurance that the delinquency and net loss experience of the [Final] Pool will be comparable to that set forth below.

A Receivable is considered delinquent when a payment in excess of [10]% of any scheduled payment has not been received by the payment due date as of the end of the [monthly] period.

The amounts included in the delinquency experience tables represent Principal Balances only. The delinquency periods included in the delinquency experience tables are calculated based on the number of days a payment is contractually past due.

Delinquency Experience (All Obligors)

As of December 31,

20[    ]

20[    ]

20[    ]

20[    ]

20[    ]

Principal Balances of Outstanding Receivables(1)

$

[

]

$

[

]

$

[

]

Delinquencies(2)

31-60 Days

$

[

]

[

]%

$

[

]

[

]%

$

[

]

[

]%

$

[

]

[

]%

$

[

]

[

]%

61-90 Days

$

[

]

[

]%

$

[

]

[

]%

$

[

]

[

]%

$

[

]

[

]%

$

[

]

[

]%

91 Days or more

$

[

]

[

]%

$

[

]

[

]%

$

[

]

[

]%

$

[

]

[

]%

$

[

]

[

]%

Total 31+ Delinquencies

$

[

]

[

]%

$

[

]

[

]%

$

[

]

[

]%

$

[

]

[

]%

$

[

]

[

]%

Total 61+ Delinquencies

$

[

]

[

]%

$

[

]

[

]%

$

[

]

[

]%

$

[

]

[

]%

$

[

]

[

]%

(1) All amounts and percentages are based on the principal balance of the motor vehicle receivables.

(2) Delinquencies do not include bankruptcies and repossessions.

Delinquency Experience (All Obligors)

As of [                ],

20[    ]

20[    ]

20[    ]

20[    ]

20[    ]

Principal Balances of Outstanding Receivables(1)

$

[

]

$

[

]

$

[

]

Delinquencies(2)

31-60 Days

$

[

]

[

]%

$

[

]

[

]%

$

[

]

[

]%

$

[

]

[

]%

$

[

]

[

]%

61-90 Days

$

[

]

[

]%

$

[

]

[

]%

$

[

]

[

]%

$

[

]

[

]%

$

[

]

[

]%

91 Days or more

$

[

]

[

]%

$

[

]

[

]%

$

[

]

[

]%

$

[

]

[

]%

$

[

]

[

]%

Total 31+ Delinquencies

$

[

]

[

]%

$

[

]

[

]%

$

[

]

[

]%

$

[

]

[

]%

$

[

]

[

]%

Total 61+ Delinquencies

$

[

]

[

]%

$

[

]

[

]%

$

[

]

[

]%

$

[

]

[

]%

$

[

]

[

]%

(1) All amounts and percentages are based on the principal balance of the motor vehicle receivables.

(2) Delinquencies do not include bankruptcies and repossessions.

[Delinquency Experience (Prime Obligors)

As of December 31,

20[    ]

20[    ]

20[    ]

20[    ]

20[    ]

Principal Balances of Outstanding Receivables(1)

$

[

]

$

[

]

$

[

]

Delinquencies(2)

31-60 Days

$

[

]

[

]%

$

[

]

[

]%

$

[

]

[

]%

$

[

]

[

]%

$

[

]

[

]%

61-90 Days

$

[

]

[

]%

$

[

]

[

]%

$

[

]

[

]%

$

[

]

[

]%

$

[

]

[

]%

91 Days or more

$

[

]

[

]%

$

[

]

[

]%

$

[

]

[

]%

$

[

]

[

]%

$

[

]

[

]%

Total 31+ Delinquencies

$

[

]

[

]%

$

[

]

[

]%

$

[

]

[

]%

$

[

]

[

]%

$

[

]

[

]%

Total 61+ Delinquencies

$

[

]

[

]%

$

[

]

[

]%

$

[

]

[

]%

$

[

]

[

]%

$

[

]

[

]%

(1) All amounts and percentages are based on the principal balance of the motor vehicle receivables.

(2) Delinquencies do not include bankruptcies and repossessions.

39

Delinquency Experience (Prime Obligors)

As of [                ],

20[    ]

20[    ]

20[    ]

20[    ]

20[    ]

Principal Balances of Outstanding Receivables(1)

$

[

]

$

[

]

$

[

]

Delinquencies(2)

31-60 Days

$

[

]

[

]%

$

[

]

[

]%

$

[

]

[

]%

$

[

]

[

]%

$

[

]

[

]%

61-90 Days

$

[

]

[

]%

$

[

]

[

]%

$

[

]

[

]%

$

[

]

[

]%

$

[

]

[

]%

91 Days or more

$

[

]

[

]%

$

[

]

[

]%

$

[

]

[

]%

$

[

]

[

]%

$

[

]

[

]%

Total 31+ Delinquencies

$

[

]

[

]%

$

[

]

[

]%

$

[

]

[

]%

$

[

]

[

]%

$

[

]

[

]%

Total 61+ Delinquencies

$

[

]

[

]%

$

[

]

[

]%

$

[

]

[

]%

$

[

]

[

]%

$

[

]

[

]%

(1) All amounts and percentages are based on the principal balance of the motor vehicle receivables.

(2) Delinquencies do not include bankruptcies and repossessions.

Delinquency Experience (Non-Prime Obligors)

As of December 31,

20[    ]

20[    ]

20[    ]

20[    ]

20[    ]

Principal Balances of Outstanding Receivables(1)

$

[

]

$

[

]

$

[

]

Delinquencies(2)

31-60 Days

$

[

]

[

]%

$

[

]

[

]%

$

[

]

[

]%

$

[

]

[

]%

$

[

]

[

]%

61-90 Days

$

[

]

[

]%

$

[

]

[

]%

$

[

]

[

]%

$

[

]

[

]%

$

[

]

[

]%

91 Days or more

$

[

]

[

]%

$

[

]

[

]%

$

[

]

[

]%

$

[

]

[

]%

$

[

]

[

]%

Total 31+ Delinquencies

$

[

]

[

]%

$

[

]

[

]%

$

[

]

[

]%

$

[

]

[

]%

$

[

]

[

]%

Total 61+ Delinquencies

$

[

]

[

]%

$

[

]

[

]%

$

[

]

[

]%

$

[

]

[

]%

$

[

]

[

]%

(1) All amounts and percentages are based on the principal balance of the motor vehicle receivables.

(2) Delinquencies do not include bankruptcies and repossessions.

Delinquency Experience (Non-Prime Obligors)

As of [                ],

20[    ]

20[    ]

20[    ]

20[    ]

20[    ]

Principal Balances of Outstanding Receivables(1)

$

[

]

$

[

]

$

[

]

Delinquencies(2)

31-60 Days

$

[

]

[

]%

$

[

]

[

]%

$

[

]

[

]%

$

[

]

[

]%

$

[

]

[

]%

61-90 Days

$

[

]

[

]%

$

[

]

[

]%

$

[

]

[

]%

$

[

]

[

]%

$

[

]

[

]%

91 Days or more

$

[

]

[

]%

$

[

]

[

]%

$

[

]

[

]%

$

[

]

[

]%

$

[

]

[

]%

Total 31+ Delinquencies

$

[

]

[

]%

$

[

]

[

]%

$

[

]

[

]%

$

[

]

[

]%

$

[

]

[

]%

Total 61+ Delinquencies

$

[

]

[

]%

$

[

]

[

]%

$

[

]

[

]%

$

[

]

[

]%

$

[

]

[

]%

(1) All amounts and percentages are based on the principal balance of the motor vehicle receivables.

(2) Delinquencies do not include bankruptcies and repossessions.]

Net Loss Experience (All Obligors)

Year Ended December 31,

20[    ]

20[    ]

20[    ]

20[    ]

20[    ]

Outstanding Principal Balances at Period End(1)

$

[

]

$

[

]

$

[

]

$

[

]

$

[

]

Average Month-End Amount During the Period(1)

$

[

]

$

[

]

$

[

]

$

[

]

$

[

]

Net Charge-Offs(2)

$

[

]

$

[

]

$

[

]

$

[

]

$

[

]

Net Charge-Offs as a Percentage of Average Month-End Principal Balances Outstanding

[

]%

[

]%

[

]%

[

]%

[

]%

(1) All amounts and percentages are based on the principal balances of the motor vehicle receivables.

(2) Net charge-offs represent the outstanding Principal Balance of Charged-Off Receivables in the period less recovery payments received during the period with respect to charged-off accounts. Net charge-offs reflect expenses associated with collection, repossession, or disposition of the related vehicle.

Net Loss Experience (All Obligors)

As of [                ],

20[    ]

20[    ]

20[    ]

20[    ]

20[    ]

Outstanding Principal Balances at Period End(1)

$

[

]

$

[

]

$

[

]

$

[

]

$

[

]

Average Month-End Amount During the Period(1)

$

[

]

$

[

]

$

[

]

$

[

]

$

[

]

Net Charge-Offs(2)

$

[

]

$

[

]

$

[

]

$

[

]

$

[

]

Net Charge-Offs as a Percentage of Average Month-End Principal Balances Outstanding

[

]%

[

]%

[

]%

[

]%

[

]%

(1) All amounts and percentages are based on the principal balances of the motor vehicle receivables.

40

(2) Net charge-offs represent the outstanding Principal Balance of Charged-Off Receivables in the period less recovery payments received during the period with respect to charged-off accounts. Net charge-offs reflect expenses associated with collection, repossession, or disposition of the related vehicle.

[Net Loss Experience (Prime Obligors)

Year Ended December 31,

20[    ]

20[    ]

20[    ]

20[    ]

20[    ]

Outstanding Principal Balances at Period End(1)

$

[

]

$

[

]

$

[

]

$

[

]

$

[

]

Average Month-End Amount During the Period(1)

$

[

]

$

[

]

$

[

]

$

[

]

$

[

]

Net Charge-Offs(2)

$

[

]

$

[

]

$

[

]

$

[

]

$

[

]

Net Charge-Offs as a Percentage of Average Month-End Principal Balances Outstanding

[

]%

[

]%

[

]%

[

]%

[

]%

(1) All amounts and percentages are based on the principal balances of the motor vehicle receivables.

(2) Net charge-offs represent the outstanding Principal Balance of Charged-Off Receivables in the period less recovery payments received during the period with respect to charged-off accounts. Net charge-offs reflect expenses associated with collection, repossession, or disposition of the related vehicle.

Net Loss Experience (Prime Obligors)

As of [                ],

20[    ]

20[    ]

20[    ]

20[    ]

20[    ]

Outstanding Principal Balances at Period End(1)

$

[

]

$

[

]

$

[

]

$

[

]

$

[

]

Average Month-End Amount During the Period(1)

$

[

]

$

[

]

$

[

]

$

[

]

$

[

]

Net Charge-Offs(2)

$

[

]

$

[

]

$

[

]

$

[

]

$

[

]

Net Charge-Offs as a Percentage of Average Month-End Principal Balances Outstanding

[

]%

[

]%

[

]%

[

]%

[

]%

(1) All amounts and percentages are based on the principal balances of the motor vehicle receivables.

(2) Net charge-offs represent the outstanding Principal Balance of Charged-Off Receivables in the period less recovery payments received during the period with respect to charged-off accounts. Net charge-offs reflect expenses associated with collection, repossession, or disposition of the related vehicle.

Net Loss Experience (Non-Prime Obligors)

Year Ended December 31,

20[    ]

20[    ]

20[    ]

20[    ]

20[    ]

Outstanding Principal Balances at Period End(1)

$

[

]

$

[

]

$

[

]

$

[

]

$

[

]

Average Month-End Amount During the Period(1)

$

[

]

$

[

]

$

[

]

$

[

]

$

[

]

Net Charge-Offs(2)

$

[

]

$

[

]

$

[

]

$

[

]

$

[

]

Net Charge-Offs as a Percentage of Average Month-End Principal Balances Outstanding

[

]%

[

]%

[

]%

[

]%

[

]%

(1) All amounts and percentages are based on the principal balances of the motor vehicle receivables.

(2) Net charge-offs represent the outstanding Principal Balance of Charged-Off Receivables in the period less recovery payments received during the period with respect to charged-off accounts. Net charge-offs reflect expenses associated with collection, repossession, or disposition of the related vehicle.

Net Loss Experience (Non-Prime Obligors)

As of [                ],

20[    ]

20[    ]

20[    ]

20[    ]

20[    ]

Outstanding Principal Balances at Period End(1)

$

[

]

$

[

]

$

[

]

$

[

]

$

[

]

Average Month-End Amount During the Period(1)

$

[

]

$

[

]

$

[

]

$

[

]

$

[

]

Net Charge-Offs(2)

$

[

]

$

[

]

$

[

]

$

[

]

$

[

]

Net Charge-Offs as a Percentage of Average Month-End Principal Balances Outstanding

[

]%

[

]%

[

]%

[

]%

[

]%

(1) All amounts and percentages are based on the principal balances of the motor vehicle receivables.

(2) Net charge-offs represent the outstanding Principal Balance of Charged-Off Receivables in the period less recovery payments received during the period with respect to charged-off accounts. Net charge-offs reflect expenses associated with collection, repossession, or disposition of the related vehicle.]

See “Underwriting of Receivables,” “Servicer” and “Servicing Procedures” for a discussion of Carvana’s and Bridgecrest’s experience with and overall procedures for originating, underwriting and servicing Receivables.

Static Pool Information

Information regarding Carvana’s delinquencies, prepayments and cumulative net losses with respect to (a) historical loan originations relating to all obligors, regardless of Deal Score, by vintage origination year within the preceding five years, (b) historical loan originations [relating to obligors with Deal Scores of [ ] or [higher] [lower] at the time of origination by vintage origination year] within the preceding five years [and (c) selected privately offered retail securitized pools] [and (d) publicly offered retail securitized pools] are included in Annex

41

I to this prospectus. This static pool is incorporated by reference into this prospectus. [Substantially all of the Receivables are the obligations of obligors with credit histories that are below prime or otherwise considered non-prime.]

42

THE RECEIVABLES

The discussion below describes certain material features of the Receivables, eligibility criteria for the Receivables, the characteristics of the [Initial] Pool, and certain reviews the Depositor makes of the Receivables before it purchases them from Carvana.

Interest Accrual and Allocation

The Receivables are simple interest Receivables. Each monthly payment under a simple interest receivable consists of an amount of interest, which is calculated on the basis of the outstanding Principal Balance multiplied by the stated annual percentage rate and further multiplied by the period elapsed (as a fraction of a calendar year) since the last payment of interest was made. Payments received under a simple interest receivable generally are allocated between interest and principal based on the actual date on which the payment is received.

Accordingly, if an obligor pays a fixed monthly installment before its scheduled due date:

• the portion of the payment allocable to interest for the period since the preceding payment was made will be less than it would have been had the payment been made as scheduled; and

• the portion of the payment applied to reduce the unpaid Principal Balance will be correspondingly greater.

Conversely, if an obligor pays a fixed monthly installment after its scheduled due date:

• the portion of the payment allocable to interest for the period since the preceding payment was made will be greater than it would have been had the payment been made as scheduled; and

• the portion of the payment applied to reduce the unpaid Principal Balance will be correspondingly less.

The amount of the scheduled monthly payment will not change as a result of an early or late payment, although a late fee may be assessed to the obligor. The Servicer is entitled to receive any late fees collected from obligors as Supplemental Servicing Fees.

In either case, the obligor under a simple interest receivable pays fixed monthly installments until the its final scheduled payment date, at which time the amount of the final installment is increased or decreased as necessary to repay the then outstanding Principal Balance. If a simple interest receivable is prepaid, the obligor is required to pay interest only to the date of prepayment.

Criteria Applicable to the Selection of the Receivables

The [Initial] Pool was selected from Carvana’s portfolio based on several criteria, including that each Receivable:

• was originated by Carvana in the ordinary course of business,

• is secured by a used car or light duty truck,

• was originated in the United States,

• had an original term to maturity of not more than [    ] months,

• is a simple interest receivable,

• has a fixed annual percentage rate of not more than [    ]%,

• provides for level scheduled monthly payments that fully amortize the amount financed over its original term to maturity except for last payment, which may be smaller or greater than the level payments,

• did not have more than [10]% of any scheduled payment that was more than 30 days past due,

• [has a Deal Score equal to or less than [    ],]

• is not secured by a financed vehicle that has been repossessed without reinstatement of the related contract and

• to Carvana’s knowledge, does not relate to an obligor who is currently the subject of a bankruptcy proceeding.

Each Receivable in the [Initial] Pool meets [(and each Receivable in the Final Pool will meet)] the criteria described above and other criteria set forth in the Receivables Purchase Agreement. Carvana does not believe that the [Initial] Pool was constructed using selection procedures adverse to investors. [Carvana incurred [minimal] expenses constructing the [Initial] Pool.] No expenses incurred in connection with the selection and acquisition of the Receivables are to be payable from the offering proceeds. [Carvana did not incur any third party expenses constructing the [Initial] Pool.]

The information presented throughout this prospectus pertains to Receivables that satisfied, as of the [Initial] Cutoff Date, the criteria for transfer to the Issuing Entity.

[Receivables purchased from Carvana during the [Funding Period] [Revolving Period] must meet substantially similar criteria. See “—Criteria Applicable to the Selection of Additional Receivables During the [Funding Period] [Revolving Period].” Nevertheless, these criteria will not ensure that each subsequent pool of Receivables will share the exact characteristics as the Initial Pool. As a result, the composition of the Initial Pool will change as additional Receivables are purchased from Carvana. To the extent any material characteristics of the Final Pool differs by 5% or more from the description of the Initial Pool disclosed in this prospectus, and to the extent required by the rules and regulations of the SEC, information regarding the Final Pool will be included in a Form 8-K filed by the Issuing Entity within four Business Days of the [final] Subsequent Transfer Date. Investors will be notified of the purchase of Receivables during the [Funding Period] [Revolving Period] through disclosures made on Form 10-D.]

43

[Criteria Applicable to the Selection of Additional Receivables During the [Funding Period] [Revolving Period]]

The additional pools of Receivables purchased from Carvana during the [Funding Period] [Revolving Period] will be selected from Carvana’s portfolio based on several criteria, including those described under “The Receivables—Criteria Applicable to the Selection of Receivables.” As of each Subsequent Cutoff Date:

• the aggregate Pool Balance of all additional Receivables sold to the Issuing Entity with an original term in excess of [    ] months may not exceed [    ]% of the aggregate Pool Balance of all additional Receivables, between [    ] and [    ] months may not exceed [    ]% of the aggregate Pool Balance, and less than or equal to    months must be greater than or equal to [    ]% of the aggregate Pool Balance of all additional Receivables,]

• [the Weighted Average FICO score of the obligors for the additional Receivable is at least [    ],]

• the percentage of all additional Receivables without a [FICO score] [Deal Score] does not exceed    %,

• [the percentage of all additional Receivables with a [FICO score] [Deal Score] less than [    ] does not exceed    %,] and

• [the weighted average rate of all additional Receivables as of the applicable Cutoff Date sold to the Issuing Entity is at least    %].

Carvana believes that the additional Receivables will not be selected using selection procedures adverse to investors. [Carvana expects to incur [minimal] [internal] expenses in selecting the each subsequent pool of Receivables.] [Carvana does not expect to not incur any third party expenses in connection with the selection of the additional Receivables.]

Additional Receivables will satisfy the same underwriting criteria in all material respects as those in the Initial Pool. Nevertheless, the characteristics of the Final Pool, including distribution by annual percentage rate, and geographic distribution of the Receivables, may vary from those of the Initial Pool. Since the weighted average life of the Notes will be influenced by the rate at which the Principal Balances are paid, some of these variations may affect the weighted average life of each class of Notes. To the extent required by the rules and regulations of the SEC, information regarding the characteristics of the additional Receivables and the pool of assets will be included in a Form 8-K filed by the Issuing Entity upon the purchase of additional Receivables into the Issuing Entity and information regarding distribution and pool performance will be included in a Form 10-D filed by the Issuing Entity for each related Collection Period following such purchase.]

Characteristics of the Receivables

The following tables set forth information with respect to the [Initial] Pool as of the [Initial] Cutoff Date.

Composition of the Receivables as of the [Initial] Cutoff Date

[if the Aggregate Initial Principal Amount of the [Offered] Notes is $[    ]]

Pool Balance	$
Number of Receivables
Average Principal Balance	$
Range of Principal Balances	$	to $
Weighted Average APR(1)		%
Range of APRs		% to         %
Weighted Average Remaining Term(1)		months
Range of Remaining Terms		to months
Weighted Average Original Term(1)		months
Range of Original Terms		to months
Non-Zero Weighted Average FICO Score(1)(2)
Range of FICO Scores		to

(1) Weighted by Principal Balance of the Receivables as of the [Initial] Cutoff Date.

(2) Reflects only the Receivables with at least one obligor that has a FICO score at the time of application. The FICO score with respect to any Receivable with co-obligors is calculated as (1) the average of each obligor’s FICO score at the time of application, if both co-obligors have FICO scores at that time or (2) the co-obligor’s FICO score at the time of application, if the primary obligor does not have a FICO score at that time.

44

Composition of the Receivables as of the [Initial] Cutoff Date

[if the Aggregate Initial Principal Amount of the [Offered] Notes is $[    ]]

Pool Balance	$
Number of Receivables
Average Principal Balance	$
Range of Principal Balances	$	to $
Weighted Average APR(1)		%
Range of APRs		% to         %
Weighted Average Remaining Term(1)		months
Range of Remaining Terms		to months
Weighted Average Original Term(1)		months
Range of Original Terms		to months
Non-Zero Weighted Average FICO Score(1)(2)
Range of FICO Scores		to

(1) Weighted by Principal Balance of the Receivables as of the [Initial] Cutoff Date.

(2) Reflects only the Receivables with at least one obligor that has a FICO score at the time of application. The FICO score with respect to any Receivable with co-obligors is calculated as (1) the average of each obligor’s FICO score at the time of application, if both co-obligors have FICO scores at that time or (2) the co-obligor’s FICO score at the time of application, if the primary obligor does not have a FICO score at that time.

As of the [Initial] Cutoff Date, the non-zero weighted average FICO score of the Receivables was [    ], with the minimum FICO score being [    ] and the maximum FICO score being [    ]. The calculations in this paragraph reflect only Receivables with obligors that have a FICO score at the time of application.

The percentage of Receivables with obligors that did not have a FICO score at the time of application was [    ]% based on Principal Balance as of the [Initial] Cutoff Date.

A FICO score is a measurement determined by Fair Isaac Corporation using information collected by the major credit bureaus to assess credit risk. Data from an independent credit reporting agency, such as FICO score, is one of several factors that Carvana may use in its credit scoring system to assess the credit risk associated with each applicant. See “Underwriting of Receivables.” FICO scores are based on independent third party information, the accuracy of which cannot be verified. FICO scores should not necessarily be relied upon as a meaningful predictor of the performance of the Receivables.

[To the extent material, insert data regarding the number of Receivables included in the [Initial] Pool that have been subject to a waiver, modification or extension, including a description of the type of waiver, modification and extension.]

Distribution of the Receivables by Remaining Term to Maturity

as of the [Initial] Cutoff Date [if the Aggregate Initial Principal Amount of the [Offered] Notes is $[    ]]

Remaining Term Range	Number of Receivables	Percentage of Total Number of Receivables	Principal Balance	Percentage of Pool Balance as of the [Initial] Cutoff Date(1)
0 - 12 months		%	$	%
13 - 24 months		%		%
25 - 36 months		%		%
37 - 48 months		%		%
49 - 60 months		%		%
61 - 72 months		%		%
73 - 75 months		%		%
Total		100.00%	$	100.00%

Distribution of the Receivables by Remaining Term to Maturity

as of the [Initial] Cutoff Date [if the Aggregate Initial Principal Amount of the Notes is $[    ]]

Remaining Term Range	Number of Receivables	Percentage of Total Number of Receivables	Principal Balance	Percentage of Pool Balance as of the [Initial] Cutoff Date(1)
0 - 12 months		%	$	%
13 - 24 months		%		%
25 - 36 months		%		%
37 - 48 months		%		%
49 - 60 months		%		%
61 - 72 months		%		%
73 - 75 months		%		%
Total		100.00%	$	100.00%

45

Distribution of the Receivables by Original Term to Maturity

as of the [Initial] Cutoff Date [if the Aggregate Initial Principal Amount of the [Offered] Notes is $[    ]]

Original Term Range	Number of Receivables	Percentage of Total Number of Receivables	Principal Balance	Percentage of Pool Balance as of the [Initial] Cutoff Date(1)
0 - 12 months		%	$	%
13 - 24 months		%		%
25 - 36 months		%		%
37 - 48 months		%		%
49 - 60 months		%		%
61 - 72 months		%		%
73 - 75 months		%		%
Total		100.00%	$	100.00%

Distribution of the Receivables by Original Term to Maturity

as of the [Initial] Cutoff Date [if the Aggregate Initial Principal Amount of the [Offered] Notes is $[    ]]

Original Term Range	Number of Receivables	Percentage of Total Number of Receivables	Principal Balance	Percentage of Pool Balance as of the [Initial] Cutoff Date(1)
0 - 12 months		%	$	%
13 - 24 months		%		%
25 - 36 months		%		%
37 - 48 months		%		%
49 - 60 months		%		%
61 - 72 months		%		%
73 - 75 months		%		%
Total		100.00%	$	100.00%

The following table[s] sets forth the percentage of the Pool Balance in the states with the largest concentration of Receivables. [Management believes that there are no factors unique to any state or region in which [    ]% or more of the Receivables are located that may materially impact the Issuing Entity’s ability to pay principal and interest on the Notes.]

[Note: In accordance with Item 1111(b)(14), economic or other factors specific to any state or region in which obligors in respect of 10% or more of the Receivables are located will be described to the extent that they may materially impact pool cash flows. This determination will be made based on the specific geographic distributions with respect to, and economic and other circumstances existing at the time of formation of, each pool.]

The following breakdown by state is based on the billing addresses of the obligors on the Receivables in the [Initial] Pool:

Distribution of the Receivables by Obligor Mailing Address State

as of the [Initial] Cutoff Date [if the Aggregate Initial Principal Amount of the [Offered] Notes is $[    ]]

Obligor Mailing Address State	Number of Receivables	Percentage of Total Number of Receivables	Principal Balance	Percentage of Pool Balance as of the [Initial] Cutoff Date
[    ]		%	$	%
[    ]		%		%
[    ]		%		%
[    ]		%		%
[    ]		%		%
[    ]		%		%
[    ]		%		%
[    ]		%		%
[    ]		%		%
[    ]		%		%
[    ]		%		%
[    ]		%		%
[    ]		%		%
[    ]		%		%
[    ]		%		%
[    ]		%		%
[    ]		%		%
[    ]		%		%
[    ]		%		%
[    ]		%		%
[    ]		%		%
Other(1)		%		%
Total		100.00%	$	100.00%

(1) Each state included in the “other” category in the distribution by obligor mailing address state table accounted for not more than approximately [    ]% of the Pool Balance, as of the [Initial] Cutoff Date.

46

Distribution of the Receivables by Obligor Mailing Address State

as of the [Initial] Cutoff Date [if the Aggregate Initial Principal Amount of the [Offered] Notes is $[    ]]

Obligor Mailing Address State	Number of Receivables	Percentage of Total Number of Receivables	Principal Balance	Percentage of Pool Balance as of the [Initial] Cutoff Date
[    ]		%	$	%
[    ]		%		%
[    ]		%		%
[    ]		%		%
[    ]		%		%
[    ]		%		%
[    ]		%		%
[    ]		%		%
[    ]		%		%
[    ]		%		%
[    ]		%		%
[    ]		%		%
[    ]		%		%
[    ]		%		%
[    ]		%		%
[    ]		%		%
[    ]		%		%
[    ]		%		%
[    ]		%		%
[    ]		%		%
[    ]		%		%
Other(2)		%		%
Total		100.00%	$	100.00%

(1) Each state included in the “other” category in the distribution by obligor mailing address state table accounted for not more than approximately [    ]% of the Pool Balance, as of the [Initial] Cutoff Date.

Distribution of the Receivables by Annual Percentage Rate

as of the [Initial] Cutoff Date [if the Aggregate Initial Principal Amount of the [Offered] Notes is $[    ]]

Annual Percentage Rate Range	Number of Receivables	Percentage of Total Number of Receivables	Principal Balance	Percentage of Pool Balance as of the [Initial] Cutoff Date(1)
2.001% - 4.000%		%	$	%
4.001% - 6.000%		%		%
6.001% - 8.000%		%		%
8.001% - 10.000%		%		%
10.001% - 12.000%		%		%
12.001% - 14.000%		%		%
14.001% - 16.000%		%		%
16.001% - 18.000%		%		%
18.001% - 20.000%		%		%
20.001% - 22.000%		%		%
22.001% - 24.000%		%		%
26.001% - 28.000%		%		%
Total		100.00%	$	100.00%

Distribution of the Receivables by Annual Percentage Rate

as of the [Initial] Cutoff Date [if the Aggregate Initial Principal Amount of the [Offered] Notes is $[    ]]

Annual Percentage Rate Range	Number of Receivables	Percentage of Total Number of Receivables	Principal Balance	Percentage of Pool Balance as of the [Initial] Cutoff Date
2.001% - 4.000%		%	$	%
4.001% - 6.000%		%		%
6.001% - 8.000%		%		%
8.001% - 10.000%		%		%
10.001% - 12.000%		%		%
12.001% - 14.000%		%		%
14.001% - 16.000%		%		%
16.001% - 18.000%		%		%
18.001% - 20.000%		%		%
20.001% - 22.000%		%		%
22.001% - 24.000%		%		%
26.001% - 28.000%		%		%
Total		100.00%	$	100.00%

47

Distribution of the Receivables by Original Principal Balance

as of the [Initial] Cutoff Date [if the Aggregate Initial Principal Amount of the [Offered] Notes is $[    ]]

Original Principal Balance	Number of Receivables	Percentage of Total Number of Receivables(1)	Principal Balance	Percentage of Pool Balance as of the [Initial] Cutoff Date(1)
$0.01 - $5,000.00		%	$	%
$5,000.01 - $10,000.00		%		%
$10,000.01 - $15,000.00		%		%
$15,000.01 - $20,000.00		%		%
$20,000.01 - $25,000.00		%		%
$25,000.01 - $30,000.00		%		%
$30,000.01 and above		%		%
Total		100.00%	$	100.00%

The average original Principal Balance of the Receivables was $[                ] as of the [Initial] Cutoff Date.

Distribution of the Receivables by Original Principal Balance

as of the [Initial] Cutoff Date [if the Aggregate Initial Principal Amount of the [Offered] Notes is $[    ]]

Original Principal Balance	Number of Receivables	Percentage of Total Number of Receivables	Principal Balance	Percentage of Pool Balance as of the [Initial] Cutoff Date
$0.01 - $5,000.00		%	$	%
$5,000.01 - $10,000.00		%		%
$10,000.01 - $15,000.00		%		%
$15,000.01 - $20,000.00		%		%
$20,000.01 - $25,000.00		%		%
$25,000.01 - $30,000.00		%		%
$30,000.01 and above		%		%
Total		100.00%	$	100.00%

The average original Principal Balance of the Receivables was $[                ] as of the [Initial] Cutoff Date.

Distribution of the Receivables by Remaining Principal Balance

as of the [Initial] Cutoff Date [if the Aggregate Initial Principal Amount of the [Offered] Notes is $[    ]]

Remaining Principal Balance	Number of Receivables	Percentage of Total Number of Receivables	Principal Balance	Percentage of Pool Balance as of the [Initial] Cutoff Date
$0.01 - $5,000.00		%	$	%
$5,000.01 - $10,000.00		%		%
$10,000.01 - $15,000.00		%		%
$15,000.01 - $20,000.00		%		%
$20,000.01 - $25,000.00		%		%
$25,000.01 - $30,000.00		%		%
$30,000.01 and above		%		%
Total		100.00%	$	100.00%

The average remaining Principal Balance of the Receivables was $[    ] as of the [Initial] Cutoff Date.

Distribution of the Receivables by Remaining Principal Balance

as of the [Initial] Cutoff Date [if the Aggregate Initial Principal Amount of the [Offered] Notes is $[    ]]

Remaining Principal Balance	Number of Receivables	Percentage of Total Number of Receivables	Principal Balance	Percentage of Pool Balance as of the [Initial] Cutoff Date
$0.01 - $5,000.00		%	$	%
$5,000.01 - $10,000.00		%		%
$10,000.01 - $15,000.00		%		%
$15,000.01 - $20,000.00		%		%
$20,000.01 - $25,000.00		%		%
$25,000.01 - $30,000.00		%		%
$30,000.01 and above		%		%
Total		100.00%	$	100.00%

The average remaining Principal Balance of the Receivables was $[    ] as of the [Initial] Cutoff Date.

48

Distribution of the Receivables by FICO Score

as of the [Initial] Cutoff Date [if the Aggregate Initial Principal Amount of the [Offered] Notes is $[    ]]

FICO Score Range (1)	Number of Receivables	Percentage of Total Number of Receivables	Principal Balance	Percentage of Pool Balance as of the [Initial] Cutoff  Date(2)
No FICO		%	$	%
[    ]		%		%
[    ]		%		%
[    ]		%		%
[    ]		%		%
[    ]		%		%
[    ]		%		%
[    ]		%		%
[    ]		%		%
Total		100.00%	$	100.00%

(1) The FICO score with respect to any Receivable with co-obligors is calculated as (1) the average of each obligor’s FICO score at the time of application, if both co-obligors have FICO scores at that time or (2) the co-obligor’s FICO score at the time of application, if the primary obligor does not have a FICO score at that time.

Distribution of the Receivables by FICO Score

as of the [Initial] Cutoff Date [if the Aggregate Initial Principal Amount of the [Offered] Notes is $[    ]]

FICO Score Range (1)	Number of Receivables	Percentage of Total Number of Receivables	Principal Balance	Percentage of Pool Balance as of the [Initial] Cutoff Date(2)
No FICO		%	$	%
[    ]		%		%
[    ]		%		%
[    ]		%		%
[    ]		%		%
[    ]		%		%
[    ]		%		%
[    ]		%		%
[    ]		%		%
Total		100.00%	$	100.00%

(1) The FICO score with respect to any Receivable with co-obligors is calculated as (1) the average of each obligor’s FICO score at the time of application, if both co-obligors have FICO scores at that time or (2) the co-obligor’s FICO score at the time of application, if the primary obligor does not have a FICO score at that time.

Distribution of the Receivables by Deal Score

as of the [Initial] Cutoff Date [if the Aggregate Initial Principal Amount of the [Offered] Notes is $[    ]]

Deal Score Range(1)	Number of Receivables	Percentage of Total Number of Receivables	Principal Balance	Percentage of Pool Balance as of the [Initial] Cutoff Date
[    ]		%	$	%
[    ]		%		%
[    ]		%		%
[    ]		%		%
[    ]		%		%
[    ]		%		%
[    ]		%		%
[    ]		%		%
[    ]		%		%
[    ]		%		%
Total		100.00%	$	100.00%

(1) The Deal Score is a proprietary score used by Carvana. The range of scores for Carvana’s proprietary score system is not comparable to a score from a credit bureau or a FICO score. Further, a Deal Score may not be an accurate predictor of the likely risk or quality of the related Receivable. See “Risk Factors—Carvana’s proprietary credit scoring system may not perform as expected and may fail to properly quantify the credit risks associated with Carvana’s customers, resulting in higher than anticipated delinquencies and credit losses on the Receivables” “Underwriting of Receivables—Proprietary Risk Models.”

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Distribution of the Receivables by Deal Score

as of the [Initial] Cutoff Date [if the Aggregate Initial Principal Amount of the [Offered] Notes is $[    ]]

Deal Score Range(1)	Number of Receivables	Percentage of Total Number of Receivables(2)	Principal Balance	Percentage of Pool Balance as of the [Initial] Cutoff Date(2)
[    ]		%	$	%
[    ]		%		%
[    ]		%		%
[    ]		%		%
[    ]		%		%
[    ]		%		%
[    ]		%		%
[    ]		%		%
[    ]		%		%
[    ]		%		%
Total		100.00%	$	100.00%

(1) The Deal Score is a proprietary score used by Carvana. The range of scores for Carvana’s proprietary score system is not comparable to a score from a credit bureau or a FICO score. Further, a Deal Score may not be an accurate predictor of the likely risk or quality of the related Receivable. See “Risk Factors—Carvana’s proprietary credit scoring system may not perform as expected and may fail to properly quantify the credit risks associated with Carvana’s customers, resulting in higher than anticipated delinquencies and credit losses on the Receivables” “Underwriting of Receivables—Proprietary Risk Models.”

Depositor Review of the [Initial] Pool

In connection with this offering, the Depositor performed a review of the Receivables in the [Initial] Pool as of the [Initial] Cutoff Date [(and will perform such review with respect to any additional Receivables purchased from Carvana as of the applicable Subsequent Cutoff Date)] and the disclosure regarding the Receivables required to be included in this prospectus by Regulation AB (such disclosure, the “Rule 193 Information”). This review was designed and effected to provide the Depositor with reasonable assurance that the Rule 193 Information is accurate in all material respects.

As part of the review, Carvana identified the Rule 193 Information to be covered and identified the review procedures for each portion of the Rule 193 Information. Descriptions consisting of factual information were reviewed and approved by Carvana senior management to ensure the accuracy of such descriptions in all material respects. Carvana also reviewed the Rule 193 Information consisting of descriptions of portions of the Transaction Documents and compared that Rule 193 Information to the related Transaction Documents to provide reasonable assurance the descriptions were accurate in all material respects. Carvana officers also consulted with internal regulatory personnel and counsel, as well as external counsel, with respect to the description of the legal and regulatory provisions that may materially and adversely affect the performance of the Receivables or payments on the Notes.

In addition, Carvana employees performed a review of the Rule 193 Information to confirm that the Receivables in the [Initial] Pool, as of the [Initial] Cutoff Date [(and will perform such review with respect to any additional Receivables purchased from Carvana as of the applicable Subsequent Cutoff Date)] satisfied the criteria set forth under “The Receivables—Criteria Applicable to the Selection of Receivables.” Statistical information relating to the Receivables was recalculated using data tapes containing information from Carvana’s [and Bridgecrest’s] information systems, which includes databases containing certain attributes of the Receivables, as well as originations data. The review of Rule 193 Information relating to credit approvals consisted of the application of Carvana’s internal control procedures, which include regular quality assurance and information technology internal audits on origination, funding, and data systems to ensure accuracy of data and that previously originated Receivables complied with underwriting guidelines. In addition, [    ] Receivables were randomly selected in order to compare certain characteristics selected by the Depositor to the applicable information on the data tapes. [Based on this review, there were [    ] discrepancies related to [    ] of the [    ] Receivable files selected. The discrepancies were related to [    ].]

Portions of the review of legal matters and the review of statistical information were performed with the assistance of third parties engaged by the Depositor. The Depositor determined the nature, extent and timing of the review and the level of assistance provided by the third parties. The Depositor had ultimate authority and control over, and assumes all responsibility for, the review and the findings and conclusions of the review. The Depositor attributes all findings and conclusions of the review to itself.

After undertaking the review described above, the Depositor found and concluded that it has reasonable assurance that the Rule 193 Information is accurate in all material respects. [The Depositor will disclose the results of the reviews related to the additional Receivables in the Form 10-D related to the end of the [Funding Period] [Revolving Period] and the Form 10-D related to the last monthly period of the Issuing Entity’s fiscal year.]

[None] of the Receivables were originated with exceptions to Carvana’s written underwriting guidelines.

Dispute Resolution

If a request is made for the repurchase of a Receivable due to a breach of a representation or warranty made by Carvana or the Depositor about the Receivables, and the repurchase request is not resolved within 180 days after receipt by Carvana or the Depositor of notice of the repurchase request, the requesting party, including a Noteholder, will have the right to refer the matter, in its discretion, to either mediation (including non-binding arbitration) or binding third-party arbitration. This right applies to all repurchase requests made in accordance with the Transaction Documents and is not limited to repurchase requests made in connection with a review pursuant to the asset representations review process described herein. This right is not a mechanism for requesting repurchase or other relief from losses resulting from changes in the credit quality of the Receivable or other market conditions. Carvana or the Depositor will not repurchase

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a Receivable with respect to which the related breach of a representation or warranty did not result in a material and adverse effect on the interests of the investors taken as a whole. Each notice must be given in writing to the other parties in accordance with the Transaction Documents and must specifically identify the Receivable(s) to be repurchased and specify the representations or warranties allegedly breached. The notice must also identify the alleged loss related to the Receivable and the material adverse effect on the requesting party. General allegations relating to the [Final] Pool or an unspecified subset of the [Final] Pool are not a sufficient description for purposes of the notice. If a Receivable is paid off, satisfied, substituted or repurchased, no demands to repurchase are permitted, and there is no further right to mediation or arbitration regarding that Receivable. None of the representations and warranties related to the Receivables relate to the performance of the Receivables or to any credit losses that may occur as a result of a default by the related obligor on the Receivable. Furthermore, the dispute resolution procedures described herein only to the specific Receivables that are related to the dispute. In order for a Receivable to be subject to repurchase, there must be a breach of a representation and warranty related to such Receivable which materially and adversely affects the requesting party. In the event that the Asset Representations Reviewer determines that the representations and warranties related to a Receivable have not failed, any repurchase request related to that Receivable will be deemed to be resolved.

The requesting party may choose either mediation (including non-binding arbitration) or third-party binding arbitration at its discretion. In each case, the process will be administrated by [the American Arbitration Association (“AAA”)] [the Financial Industry Regulatory Authority (“FINRA”)] [JAMS (“JAMS”)][a nationally-recognized alternative dispute resolution facilitator (“ADR Facilitator”)] pursuant to [the AAA’s Commercial Arbitration Rules and Mediation Procedures] [FINRA’s Code of Arbitration Procedure and Code of Mediation Procedure] [JAMS’ Rules and Procedures] [the ADR Facilitator’s governing rules and procedures], as applicable, or any successor rules or procedures (the “[AAA][FINRA][JAMS][ADR] Rules”). The mediation or arbitration will take place in Phoenix, Arizona. [The Indenture Trustee, after direction from the Carvana, will notify the requesting party at the end of the 180-day period if a repurchase demand is unresolved.] Within [the applicable statute of limitations and within] [30] days of the delivery of the notice indicating that a repurchase demand has not been resolved following the end of the 180-day period, the requesting party must initiate the proceedings and provide notice (as defined by the [AAA][FINRA][JAMS][ADR] Rules) to Carvana and the Depositor of its intent to pursue resolution through mediation or arbitration at [insert email address or other address]. Carvana or the Depositor must respond to the notice within [30] days and must submit to the method of dispute resolution requested.

If the requesting party chooses to refer the matter to mediation, Carvana or the Depositor and the requesting party will agree on a neutral mediator approved by [the AAA][FINRA][JAMS][the ADR Facilitator] within [15] days of notice service. If the parties cannot agree on a mediator, one will be appointed by [the AAA][FINRA][JAMS][the ADR Facilitator] in accordance with the applicable [AAA][FINRA][JAMS][ADR] Rules. For a mediation, the proceeding will start within [15] days after the selection of the mediator and conclude within [30] days after the start of the mediation. The parties will mutually agree on the allocation of expenses incurred in connection with the mediation and, should the parties not agree on the allocation of expenses, the expenses will be determined in accordance with [AAA][FINRA][JAMS][ADR] Rules. If the requesting party is unsatisfied with the result of the mediation, the requesting party may choose to submit the matter to binding arbitration or adjudicate the dispute in court.

If the requesting party chooses to refer the matter to binding arbitration, the matter will be referred to a panel of three arbitrators. [The panel will be comprised of one arbitrator appointed by the requesting party, one arbitrator appointed by the Depositor and a third arbitrator appointed by the two arbitrators that are appointed by the requesting party and the Depositor, in each case selected in accordance with the Transaction Documents.] Carvana and the Depositor will provide a notice of the commencement of any arbitration on the Form 10-D related to the monthly period in which the arbitration proceeding commences and will give other Noteholders or parties to the Transaction Documents the right to participate in the arbitration proceeding. The arbitrator will have the authority to schedule, hear and determine any motions, including dispositive and discovery motions, according to New York law, and will do so at the motion of any party. Discovery will be completed within [30] days of appointment of the panel and will be limited for each party to [two] witness depositions not to exceed five hours, [two] interrogatories, [one] document request and [one] request for admissions. The arbitrator may grant additional discovery on a showing of good cause that the additional discovery is reasonable and necessary or with the consent of all the parties. Briefs will be limited to no more than [ten] pages each, and will be limited to initial statements of the case, discovery motions and a pre-hearing brief. The evidentiary hearing on the merits will commence no later than [60] days following the appointment of the panel and will proceed for no more than [10] consecutive Business Days, with equal time allotted to each side for the presentation of direct evidence and cross examination. The panel will render its decision on the matter within [90] days of the selection of the panel. In each case, the panel will have discretion to modify these timeframes if, based on the facts and circumstances of the particular dispute, good cause exists, there is an unavoidable delay or with the consent of all of the relevant parties. The panel will decide the matter in accordance with the terms of the contract, including choice-of-law provisions, and the panel may not modify the Transaction Documents in any way or award remedies not consistent with the Transaction Documents. The panel will not be permitted to award punitive or special damages. The panel will also determine which party will be responsible for paying the dispute resolution fees, including attorneys’ fees, incurred in this process. Judgment on the award will be entered in any court having jurisdiction. Once the panel makes a decision with respect to a Receivable, the panel’s decision will be binding with respect to that Receivable, and such Receivable may not be the subject of any additional mediation or binding arbitration. By selecting binding arbitration, the requesting party will be giving up its right to adjudicate the dispute in court, including the right to a trial by jury.

No personally identifiable customer information will be provided for the purposes of any mediation or arbitration. In all cases, the proceedings of the mediation or binding arbitration, including the occurrence of such proceedings, the nature and amount of any relief

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sought or granted and the results of any discovery taken in the matter, will be kept strictly confidential by each of the parties to the dispute, except as necessary in connection with the investor communications and reports to investors described under [“Statements to Investors”], in connection with a judicial challenge to or enforcement of an award, or as otherwise required by law.

Asset-Level Data for the Receivables

The [Issuing Entity] has provided asset-level data information for the Receivables and filed this information as an exhibit on Form ABS-EE. [Each] Form ABS-EE is incorporated by reference into this prospectus. The asset-level data includes information with respect to each Receivable, the related financed vehicle, the related obligor, activities on the Receivables, charge offs, repossessions and modifications of the Receivables. Asset-level data will be provided each month as an exhibit to the monthly distribution reports filed on Form 10-D. Investors should carefully review the asset-level data.

The [Issuing Entity] will also prepare asset-level data about the Receivables for each Collection Period and file it with the SEC as an exhibit to Form ABS-EE at or before the time of filing the related Form 10-D. The exhibits to [the][each] Form ABS-EE will be incorporated by reference into the related Form 10-D.

Certain Legal Considerations of the Receivables

The transfer of Receivables by Carvana to the Depositor, by the Depositor to the Issuing Entity [and by the Issuing Entity to the Grantor Trust], the perfection of the security interests in the Receivables and the enforcement of rights to realize on the financed vehicles as collateral for the Receivables are subject to a number of federal and state laws, including the UCC as in effect in various states.

Security Interests in the Financed Vehicles

The Receivables evidence the credit sale of motor vehicles and related products by Carvana to obligors. The Receivables also constitute personal property security agreements and include grants of security interests in the related financed vehicles under the UCC. Perfection of security interests in motor vehicles is generally governed by state certificate of title statutes or by the motor vehicle registration laws of the state in which each vehicle is located. In most states, a security interest in a motor vehicle is perfected by notation of the secured party’s lien on the vehicle’s certificate of title.

Carvana will be obligated to have taken all actions necessary under the laws of the state in which a financed vehicle is located to perfect the security interest in the financed vehicle, including, where applicable, by having a notation of the lien recorded on the financed vehicle’s certificate of title. Because the Servicer will continue to service the Receivables, the obligors on the Receivables will not be notified of the sales from Carvana to the Depositor, from the Depositor to the Issuing Entity [or from the Issuing Entity to the Grantor Trust], and no action will be taken to record the transfer of the security interest from Carvana to the Depositor, from the Depositor to the Issuing Entity [or from the Issuing Entity to the Grantor Trust] by amendment of the certificates of title for the financed vehicles or otherwise.

The Receivables Purchase Agreement will provide that Carvana will assign to the Depositor its interests in the financed vehicles securing the related Receivables. The Receivables Transfer Agreement will provide that the Depositor will assign its interests in the financed vehicles securing the related Receivables to the Issuing Entity. [The Receivables Contribution Agreement will provide that the Issuing Entity will assign its interests in the financed vehicles securing the related Receivables to the Grantor Trust.] Nevertheless, because of the administrative burden and expense, none of Carvana, the Depositor, the Issuing Entity, [the Grantor Trust,] the Servicer, or the Indenture Trustee will amend any certificate of title to identify either the Depositor, the Issuing Entity, [the Grantor Trust,] or the Indenture Trustee as the new secured party on the certificate of title relating to a financed vehicle nor will any entity execute and file any transfer instrument. In addition, the Collateral Custodian will continue to hold any certificates of title relating to the financed vehicles in its possession as collateral custodian [for the Grantor Trust] and the Indenture Trustee in accordance with the Collateral Custodian Agreement.

In most states, the assignments under the Receivables Purchase Agreement, the Receivables Transfer Agreement [and the Receivables Contribution Agreement] will be effective to convey the security interest of Carvana in a financed vehicle without amendment of any lien noted on a vehicle’s certificate of title or re-registration of the vehicle, the Issuing Entity will succeed to Carvana’s rights as secured party upon the transfer from the Depositor[, and the Grantor Trust will succeed to Carvana’s rights as secured party upon the transfer from the Issuing Entity]. In those states in which re-registration of a financed vehicle is not necessary to convey a perfected security interest in the financed vehicle to the [Issuing Entity] [Grantor Trust], the [Issuing Entity] [Grantor Trust]’s security interest could be defeated through fraud or negligence because the [Issuing Entity] [Grantor Trust] will not be listed as legal owner on the related certificate of title. Moreover, in other states, in the absence of an amendment and re-registration, a perfected security interest in the financed vehicles may not have been effectively conveyed to the [Issuing Entity] [Grantor Trust]. Nevertheless, in most of those other states, in the absence of fraud, forgery or administrative error by state recording officials, the notation of Carvana or its affiliate as lienholder on the certificate of title will be sufficient to protect the [Issuing Entity] [Grantor Trust] against the rights of subsequent purchasers of a financed vehicle or subsequent creditors who take a security interest in a financed vehicle. UCC financing statements with respect to the transfer of Carvana’s security interest in the financed vehicles to the Depositor, with respect to the transfer of the Depositor’s security interest in the financed vehicles to the Issuing Entity, and with respect to the transfer of the Issuing Entity’s security interest in the financed vehicles to the [Issuing Entity] [Grantor Trust] will be filed.

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If Carvana failed to obtain a first priority perfected security interest in a financed vehicle, its security interest and, therefore, that of the Issuing Entity [and the Grantor Trust] would be subordinate to, among others, subsequent purchasers of that financed vehicle or subsequent creditors who take a perfected security interest in that financed vehicle. Carvana will represent and warrant to the Depositor in the Receivables Purchase Agreement, that all action necessary for Carvana to obtain a perfected security interest in each financed vehicle has been taken by the later of the date such Receivable was transferred to the Issuing Entity or 180 days from the Cutoff Date. If this representation and warranty is breached and not cured with respect to a financed vehicle, Carvana will be required to repurchase the related Receivable [from the Depositor, the Depositor will be required to repurchase the related Receivable from the Issuing Entity [, and the Issuing Entity will be required to repurchase the related Receivable from the Grantor Trust]].

In most states, a perfected security interest in a vehicle continues for four months after the vehicle is moved to a new state from the state in which it is initially registered and thereafter until the owner re-registers the vehicle in the new state. A majority of states require surrender of the related certificate of title to re-register a vehicle. In those states that require a secured party to take possession of the certificate of title to maintain perfection of the security interest, the secured party would learn of the re-registration through the request from the obligor under the related installment contract to surrender possession of the certificate of title so he could re-register the vehicle. In the case of vehicles registered in states that provide for the notation of a lien on the certificate of title but do not require possession by the secured party, the secured party would receive notice of surrender from the state of re-registration if the security interest is noted on the certificate of title. Thus, the secured party would have the opportunity to maintain perfection of its security interest in the vehicles in the state of relocation. These procedural safeguards will not protect the secured party if, through fraud, forgery or administrative error, the obligor procures a new certificate of title that does not list the secured party’s lien. Additionally, in states that do not require a certificate of title for registration of a vehicle, re-registration could defeat perfection. Under the Servicing Agreement, the Servicer is required, in accordance with its customary servicing practices, to take such steps as are necessary to re-perfect or continue the priority and perfection of the security interest created by each Receivable in the related financed vehicle (it being understood that the Servicer has no obligation to monitor or otherwise maintain the perfection of the security interest created by a Receivable in the related financed vehicle).

Transfer and release of security interests in the vehicles is generally governed by the motor vehicle registration laws of the state in which the vehicle is located. Failure to comply with these detailed requirements could result in liability to the Issuing Entity [or the Grantor Trust] or the release of the lien on the vehicle or other adverse consequences. Some states permit the release of a lien on a vehicle upon the presentation by the dealer, obligor or persons other than the Servicer to the applicable state registrar of liens of various forms of evidence that the debt secured by the lien has been paid in full. For example, the State of New York passed legislation allowing a dealer of used motor vehicles to have the lien of a prior lienholder in a motor vehicle released, and to have a new certificate of title with respect to that motor vehicle reissued without the notation of the prior lienholder’s lien, upon submission to the Commissioner of the New York Department of Motor Vehicles of evidence that the prior lien has been satisfied. It is possible that, as a result of fraud, forgery, negligence or error, a lien on a financed vehicle could be released without prior payment in full of the Receivable.

In most states, liens for repairs performed on a motor vehicle and liens for unpaid taxes take priority over a perfected security interest in the vehicle. The Code also grants priority to certain federal tax liens over a perfected security interest in a motor vehicle. The laws of certain states and federal law permit the confiscation of motor vehicles by governmental authorities under certain circumstances if used in unlawful activities, which may result in the loss of a secured party’s perfected security interest in a confiscated vehicle. Carvana will represent and warrant to the Depositor in the Receivables Purchase Agreement, that, as of the Closing Date, the Servicer’s computer system does not reflect that any liens or claims have been filed for work, labor or materials relating to a financed vehicle that are prior to or equal to the security interest in such financed vehicle created by the related Receivable. If this representation and warranty is breached and not cured with respect to a financed vehicle, Carvana will be required to repurchase the related Receivable from the Depositor, the Depositor will be required to repurchase the related Receivable from the Issuing Entity], and the Issuing Entity will be required to repurchase the related Receivable from the Grantor Trust], if such breach in each case materially and adversely affects the interest of the Noteholders or the Certificateholders taken as a whole, subject to applicable cure periods. However, a prior or equal lien for repairs or taxes, or the confiscation of a financed vehicle, could arise at any time during the term of a Receivable. No notice will be given to the Owner Trustee, the Indenture Trustee, [the Grantor Trust Trustee,] the Issuing Entity, [the Grantor Trust,] or the Noteholders or the Certificateholders in the event such a lien or confiscation arises, and any prior or equal lien arising after the Closing Date would not give rise to a repurchase obligation.

Repossession

In the Event of Default by an obligor, the holder of the related Receivable has all the remedies of a secured party under the UCC, except where specifically limited by other state laws. Among the UCC remedies, the Servicer, as agent on behalf of the secured party, has the right to perform self-help repossession unless the act would constitute a breach of the peace. Unless a financed vehicle is voluntarily surrendered, self-help repossession is accomplished simply by retaking possession of the financed vehicle. In cases where the obligor objects or raises a defense to repossession, or if otherwise required by applicable state law, a court order must be obtained from the appropriate state court, and the vehicle must then be repossessed in accordance with that order. A secured party may be held responsible for damages caused by a wrongful repossession of a vehicle. In the event of default by the obligor, some jurisdictions require that the obligor be notified of the default and be given a time period within which he may cure the default prior to repossession. Generally, the right of reinstatement after cure may be exercised on a limited number of occasions.

Notice of Sale; Redemption Rights

The UCC and other state laws require the secured party to provide the obligor with reasonable notice of the date, time and place of any public sale or the date after which any private sale of the collateral may be held. In addition, some states also impose substantive timing and content requirement on the notices. The obligor has the right to redeem the collateral prior to actual sale by paying the secured party the unpaid principal balance of the obligation and accrued interest on the obligation plus reasonable expenses for repossessing, holding and preparing the collateral for disposition and arranging for its sale, plus, in some jurisdictions, reasonable attorneys’ fees, or, in some states, by payment of delinquent installments or the unpaid balance.

Deficiency Judgments and Excess Proceeds

The proceeds of resale of the financed vehicles generally will be applied first to the expenses of resale and repossession and then to the satisfaction of the indebtedness. In many instances, the remaining principal amount of the indebtedness will exceed the liquidation proceeds. While some states impose prohibitions or limitations on deficiency judgments if the net proceeds from resale do not cover the full amount of the indebtedness, a deficiency judgment can be sought in those states that do not prohibit or limit these judgments. However, the deficiency judgment would be a personal unsecured judgment against the obligor for the shortfall, and a defaulting obligor can be expected to have very little capital or sources of income available following repossession. Therefore, in many cases, it may not be useful to seek a deficiency judgment or, if one is obtained, it may be settled at a significant discount.

Occasionally, after resale of a vehicle and payment of all expenses and all indebtedness, there is a surplus of funds. In that case, the UCC requires the creditor to remit the surplus to any holder of a lien on the vehicle or if no lienholder exists or there are remaining funds, the UCC requires the creditor to remit the surplus to the former owner of the vehicle.

Other Matters

In addition to the laws limiting or prohibiting deficiency judgments, numerous other statutory provisions, including the Bankruptcy Code and related state laws, may interfere with or affect the ability of a creditor to realize upon collateral or enforce a deficiency judgment. For example, in a Chapter 13 proceeding under the Bankruptcy Code, a court may prevent a creditor from repossessing a motor vehicle and, as part of the rehabilitation plan, reduce the amount of the secured indebtedness to the market value of the motor vehicle at the time of bankruptcy, as determined by the court, leaving the party providing financing as a general unsecured creditor for the remainder of the indebtedness. A bankruptcy court may also reduce the monthly payments due under the related contract or change the rate of interest and time of repayment of the indebtedness.

Under the terms of the Servicemembers Civil Relief Act, an obligor who enters the military service after the origination of that obligor’s Receivable (including an obligor who is a member of the National Guard or is in reserve status at the time of the origination of the obligor’s Receivable and is later called to active duty) is entitled to have the interest rate reduced and capped at 6% per annum for the duration of the military service, may be entitled to a stay of proceedings on foreclosures and similar actions and may have the maturity of the loan extended or the payments lowered and the payment schedule adjusted. In addition, pursuant to the laws of various states, under certain circumstances residents thereof called into active duty with the National Guard or the reserves can apply to a court to delay payments on retail installment contracts or installment loans such as the Receivables. Application of any of the foregoing acts or other similar acts under state law would adversely affect, for an indeterminate period of time, the ability of the Servicer to repossess a financed vehicle during the obligor’s period of active duty status. Thus, if that Receivable goes into default, there may be delays and losses occasioned by the inability to exercise the [Issuing Entity] [Grantor Trust]’s rights with respect to the Receivable and the related financed vehicle in a timely fashion.

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REPURCHASE HISTORY

The Transaction Documents contain covenants requiring [the Depositor and] Carvana to repurchase a Receivable for the breach of representation or warranty in certain circumstances. No assets securitized by the Depositor were the subject of a demand to repurchase or replace for a breach of any representation or warranty for the three-year period ending [    ], 20[ ]. The Depositor, as a securitizer, discloses all demands, if any, to repurchase any motor vehicle receivable securitized by it on Form ABS-15G.

[The following table provides information regarding the demand, repurchase and replacement history with respect to motor vehicle receivables securitized by the Depositor during the period from [                ], 20[    ] to [                ], 20[    ]:]

Name of Issuing Entity	Check if Registered	Name of Originator	Total Receivables in ABS by Originator	Receivables That Were Subject of Demand	Receivables That Were Repurchased or Replaced	Receivables Pending Repurchase or Replacement (within cure period)	Demand in Dispute	Demand Withdrawn	Demand Rejected
Carvana Auto Receivables Trust [    ]				#  $  %	#  $  %	#  $  %	#  $  %	#  $  %	#  $  %
Carvana Auto Receivables Trust [    ]				#  $  %	#  $  %	#  $  %	#  $  %	#  $  %	#  $  %
Total]

The Depositor filed its most recent Form ABS-15G with the SEC on [                 , 20    ]. The Depositor’s CIK number is 0001770373. For more information on obtaining a copy of the report, see “Where You Can Find More Information.”

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PREPAYMENT AND YIELD CONSIDERATIONS

The weighted average life of the Notes will generally be influenced by the rate at which the Principal Balances of the Receivables are paid, which payment may be in the form of scheduled amortization or prepayments. For this purpose, the term “prepayment” includes:

• prepayments by obligors, who may prepay at any time without penalty,

• charge-offs,

• liquidations of the Receivables due to defaults,

• repurchases by the Depositor due to breaches of representations and warranties regarding the Receivables which materially and adversely affect the Issuing Entity,

• certain indemnification payments by the Servicer with respect to actual losses arising from breaches of certain covenants in the Servicing Agreement, and

• receipt of proceeds from credit life and casualty insurance policies.

The rate of prepayment of motor vehicle receivables is influenced by a variety of economic, social and other factors, including the fact that an obligor generally may not sell or transfer the financed vehicle securing a receivable without paying the outstanding balance of the receivable in full. [The weighted average life of the Notes will also be influenced by the ability of the Issuing Entity to [acquire additional Receivables during the [Funding Period] [Revolving Period]. The ability of the Issuing Entity to reinvest those proceeds will be influenced by the availability of eligible Receivables for the Issuing Entity to purchase and the rate at which the aggregate Principal Balance of the Receivables are paid.]

Any reinvestment risk resulting from prepayment of Receivables will be borne entirely by investors. See also “Risk Factors—Prepayments on and purchases of the Receivables could shorten the average life of the Notes.”

[In addition, the Notes will be prepaid in whole or in part at the end of the Funding Period, to the extent amounts in the Pre-Funding Account are not fully utilized to purchase additional Receivables. This mandatory prepayment will be applied to each class of Notes in accordance with the priorities with respect to distributions of principal described under “Description of the Notes—Payments of Principal.”]

[In addition, the Notes may be prepaid in whole or in part at the end of the Revolving Period, to the extent amounts in the Accumulation Account are not fully utilized to purchase additional Receivables. This mandatory prepayment will be applied to each class of Notes in accordance with the priorities with respect to distributions of principal described under “Description of the Notes—Payments of Principal.”]

Prepayments on motor vehicle receivables can be measured relative to a prepayment standard or model. The model used in this prospectus to present the projected weighted average life of each class of Notes, the Absolute Prepayment Model, or “ABS,” assumes a rate of prepayment each month relative to the original number of receivables in a pool of receivables. ABS further assumes that all receivables are the same size and amortize at the same rate and that each receivable in each month of its life will either be paid as scheduled or be prepaid in full. For example, in a pool of receivables assumed to originally contain 10,000 uniform receivables, a 1% ABS rate means that 100 receivables prepay each month. ABS does not purport to be a historical description of prepayment experience or a prediction of the anticipated rate of prepayment of any pool of receivables[, including the [Initial Pool or Final] Pool].

Because the rate of payment of principal of each class of Notes will depend on the rate of payment, including prepayments, of the Principal Balance of the Receivables, final payment of each class of Notes could occur significantly earlier than the Final Scheduled Distribution Date for each class of Notes.

The tables under the heading “ —Percent of Initial Note Principal Amount Outstanding at Various ABS Percentages” have been prepared on the basis of indicated ABS percentages.

The “[Initial] Hypothetical Pool of Receivables” is a pool of Receivables equal to those Receivables expected to be owned by the [Issuing Entity] [Grantor Trust] on the Closing Date, but no assurance can be given that the Receivables owned by the [Issuing Entity] [Grantor Trust] on the Closing Date will have the same characteristics. The table below represents a pool of Receivables that have been further disaggregated into [    ] smaller hypothetical pools having the characteristics set forth in the table below. The level scheduled monthly payment for each of the hypothetical pools is based on aggregate Principal Balance, annual percentage rate and remaining term to maturity as of the [Initial] Cutoff Date such that each hypothetical pool set forth below will be fully amortized by the end of its remaining term to maturity.

56

Assumed Receivables Characteristics [if the Aggregate Initial Principal Amount of the [Offered] Notes is $[ ]]

Hypothetical Pool

Aggregate Principal Balance

Weighted Average Annual Percentage Rate

Weighted Average Original Term to Maturity (in Months)

Weighted Average Remaining Term (in Months)

1

$

[

]

[

]%

[

]

[

]

2

$

[

]

[

]%

[

]

[

]

3

$

[

]

[

]%

[

]

[

]

4

$

[

]

[

]%

[

]

[

]

5

$

[

]

[

]%

[

]

[

]

6

$

[

]

[

]%

[

]

[

]

7

$

[

]

[

]%

[

]

[

]

8

$

[

]

[

]%

[

]

[

]

9

$

[

]

[

]%

[

]

[

]

10

$

[

]

[

]%

[

]

[

]

11

$

[

]

[

]%

[

]

[

]

12

$

[

]

[

]%

[

]

[

]

13

$

[

]

[

]%

[

]

[

]

14

$

[

]

[

]%

[

]

[

]

15

$

[

]

[

]%

[

]

[

]

16

$

[

]

[

]%

[

]

[

]

17

$

[

]

[

]%

[

]

[

]

18

$

[

]

[

]%

[

]

[

]

19

$

[

]

[

]%

[

]

[

]

20

$

[

]

[

]%

[

]

[

]

21

$

[

]

[

]%

[

]

[

]

22

$

[

]

[

]%

[

]

[

]

23

$

[

]

[

]%

[

]

[

]

24

$

[

]

[

]%

[

]

[

]

25

$

[

]

[

]%

[

]

[

]

26

$

[

]

[

]%

[

]

[

]

27

$

[

]

[

]%

[

]

[

]

28

$

[

]

[

]%

[

]

[

]

29

$

[

]

[

]%

[

]

[

]

30

$

[

]

[

]%

[

]

[

]

31

$

[

]

[

]%

[

]

[

]

32

$

[

]

[

]%

[

]

[

]

33

$

[

]

[

]%

[

]

[

]

34

$

[

]

[

]%

[

]

[

]

35

$

[

]

[

]%

[

]

[

]

36

$

[

]

[

]%

[

]

[

]

37

$

[

]

[

]%

[

]

[

]

38

$

[

]

[

]%

[

]

[

]

39

$

[

]

[

]%

[

]

[

]

40

$

[

]

[

]%

[

]

[

]

41

$

[

]

[

]%

[

]

[

]

42

$

[

]

[

]%

[

]

[

]

43

$

[

]

[

]%

[

]

[

]

44

$

[

]

[

]%

[

]

[

]

45

$

[

]

[

]%

[

]

[

]

46

$

[

]

[

]%

[

]

[

]

47

$

[

]

[

]%

[

]

[

]

48

$

[

]

[

]%

[

]

[

]

49

$

[

]

[

]%

[

]

[

]

50

$

[

]

[

]%

[

]

[

]

51

$

[

]

[

]%

[

]

[

]

52

$

[

]

[

]%

[

]

[

]

53

$

[

]

[

]%

[

]

[

]

54

$

[

]

[

]%

[

]

[

]

57

Hypothetical Pool

Aggregate Principal Balance

Weighted Average Annual Percentage Rate

Weighted Average Original Term to Maturity (in Months)

Weighted Average Remaining Term (in Months)

55

$

[

]

[

]%

[

]

[

]

56

$

[

]

[

]%

[

]

[

]

57

$

[

]

[

]%

[

]

[

]

58

$

[

]

[

]%

[

]

[

]

59

$

[

]

[

]%

[

]

[

]

60

$

[

]

[

]%

[

]

[

]

61

$

[

]

[

]%

[

]

[

]

62

$

[

]

[

]%

[

]

[

]

63

$

[

]

[

]%

[

]

[

]

64

$

[

]

[

]%

[

]

[

]

65

$

[

]

[

]%

[

]

[

]

66

$

[

]

[

]%

[

]

[

]

67

$

[

]

[

]%

[

]

[

]

68

$

[

]

[

]%

[

]

[

]

69

$

[

]

[

]%

[

]

[

]

Total

$

[

]

Assumed Receivables Characteristics [if the Aggregate Initial Principal Amount of the [Offered] Notes is $[    ]]

Hypothetical Pool

Aggregate Principal Balance

Weighted Average Annual Percentage Rate

Weighted Average Original Term to Maturity (in Months)

Weighted Average Remaining Term (in Months)

1

$

[

]

[

]%

[

]

[

]

2

$

[

]

[

]%

[

]

[

]

3

$

[

]

[

]%

[

]

[

]

4

$

[

]

[

]%

[

]

[

]

5

$

[

]

[

]%

[

]

[

]

6

$

[

]

[

]%

[

]

[

]

7

$

[

]

[

]%

[

]

[

]

8

$

[

]

[

]%

[

]

[

]

9

$

[

]

[

]%

[

]

[

]

10

$

[

]

[

]%

[

]

[

]

11

$

[

]

[

]%

[

]

[

]

12

$

[

]

[

]%

[

]

[

]

13

$

[

]

[

]%

[

]

[

]

14

$

[

]

[

]%

[

]

[

]

15

$

[

]

[

]%

[

]

[

]

16

$

[

]

[

]%

[

]

[

]

17

$

[

]

[

]%

[

]

[

]

18

$

[

]

[

]%

[

]

[

]

19

$

[

]

[

]%

[

]

[

]

20

$

[

]

[

]%

[

]

[

]

21

$

[

]

[

]%

[

]

[

]

22

$

[

]

[

]%

[

]

[

]

23

$

[

]

[

]%

[

]

[

]

24

$

[

]

[

]%

[

]

[

]

25

$

[

]

[

]%

[

]

[

]

26

$

[

]

[

]%

[

]

[

]

27

$

[

]

[

]%

[

]

[

]

28

$

[

]

[

]%

[

]

[

]

29

$

[

]

[

]%

[

]

[

]

30

$

[

]

[

]%

[

]

[

]

31

$

[

]

[

]%

[

]

[

]

58

Hypothetical Pool

Aggregate Principal Balance

Weighted Average Annual Percentage Rate

Weighted Average Original Term to Maturity (in Months)

Weighted Average Remaining Term (in Months)

32

$

[

]

[

]%

[

]

[

]

33

$

[

]

[

]%

[

]

[

]

34

$

[

]

[

]%

[

]

[

]

35

$

[

]

[

]%

[

]

[

]

36

$

[

]

[

]%

[

]

[

]

37

$

[

]

[

]%

[

]

[

]

38

$

[

]

[

]%

[

]

[

]

39

$

[

]

[

]%

[

]

[

]

40

$

[

]

[

]%

[

]

[

]

41

$

[

]

[

]%

[

]

[

]

42

$

[

]

[

]%

[

]

[

]

43

$

[

]

[

]%

[

]

[

]

44

$

[

]

[

]%

[

]

[

]

45

$

[

]

[

]%

[

]

[

]

46

$

[

]

[

]%

[

]

[

]

47

$

[

]

[

]%

[

]

[

]

48

$

[

]

[

]%

[

]

[

]

49

$

[

]

[

]%

[

]

[

]

50

$

[

]

[

]%

[

]

[

]

51

$

[

]

[

]%

[

]

[

]

52

$

[

]

[

]%

[

]

[

]

53

$

[

]

[

]%

[

]

[

]

54

$

[

]

[

]%

[

]

[

]

55

$

[

]

[

]%

[

]

[

]

56

$

[

]

[

]%

[

]

[

]

57

$

[

]

[

]%

[

]

[

]

58

$

[

]

[

]%

[

]

[

]

59

$

[

]

[

]%

[

]

[

]

60

$

[

]

[

]%

[

]

[

]

61

$

[

]

[

]%

[

]

[

]

62

$

[

]

[

]%

[

]

[

]

63

$

[

]

[

]%

[

]

[

]

64

$

[

]

[

]%

[

]

[

]

65

$

[

]

[

]%

[

]

[

]

66

$

[

]

[

]%

[

]

[

]

67

$

[

]

[

]%

[

]

[

]

68

$

[

]

[

]%

[

]

[

]

69

$

[

]

[

]%

[

]

[

]

Total

$

[

]

In addition, the following assumptions have been used in preparing the tables below:

1. the Receivables prepay in full at the specified constant percentage of ABS monthly, with no defaults, losses or repurchases on any of the Receivables,

2. each monthly payment on the Receivables is made on the last day of each month, whether or not such day is a Business Day, and each month has 30 days (including the initial Collection Period), commencing in [                ] 20[    ] for the Receivables with an assumed loan payment date on or after the [    ] day of the month (hypothetical pool [    ] to [    ]) and commencing in [                ] 20[    ] for the Receivables with an assumed loan payment date before the [    ] day of the month (hypothetical pool [    ] to [    ]),

3. prepayments on the Receivables each month are made in full on the last day of each month at the specified monthly ABS and include 30 days of interest, and there are no delinquency, defaults, losses, or repurchases, commencing in [                ] 20[    ] for the receivables with an assumed loan payment date on or after the [    ] day of the month and commencing in [    ] 20[    ] for the receivables with an assumed loan payment date before the [    ] day of the month,

59

4. interest accrues on the Notes at a per annum fixed rate for the Class A-1 Notes of [                ]%, for the Class A-2 Notes of [                ] %, for the Class A-3 Notes of [                ] %, for the Class B Notes of [                ]%, for the Class C Notes of [                ]%, for the Class D Notes of [                ]%, [for the Class E Notes of [                ]%] [and for the Class N Notes of [                ]%],

5. interest accrues on the [Class A-1 Notes][and the floating rate notes] on each Distribution Date based on the actual number of days elapsed during the period for which interest is payable and a 360-day year and interest accrues on the Class A-2[a] Notes, the Class A-3 Notes, the Class B Notes, the Class C Notes, the Class D Notes, [and] the Class E Notes [and the Class N Notes] on each Distribution Date based on a 360-day year consisting of twelve 30-day months (or in the case of the first Distribution Date, [    ] days),

6. the principal amounts of each class of Notes is equal to the principal amount for that class of Notes set forth on the cover of this prospectus,

7. payments on the Notes are made on each Distribution Date (and each Distribution Date is assumed to be the 15th day of each applicable month), commencing [                ] [    ], 20[    ],

8. [if the aggregate principal amount of the Notes is $[    ] on the Closing Date, the Reserve Account is funded with an amount equal to $[    ], and, if the aggregate principal amount of the Notes is $[    ] on the Closing Date, the Reserve Account is funded with an amount equal to $[    ];]

9. [if the aggregate principal amount of the Notes is $[    ] on the Closing Date, the aggregate principal balance of the Receivables as of the [Initial] Cutoff Date is $[    ], and, if the aggregate principal amount of the Notes is $[    ] on the Closing Date, the aggregate principal balance of the Receivables as of the [Initial] Cutoff Date is $[    ];]

10. [the Issuing Entity issues Notes with an aggregate principal amount of $[    ] or $[    ], as applicable, and the initial principal amount of each class of Notes is equal to the initial principal amounts set forth on the front cover of this prospectus; provided, that if the aggregate initial principal amount of the Notes is $[    ], the principal amount of the Class [    ]-[    ] Notes is allocated to Class [    ]-[    ]a Notes in the amount of $[    ] and to Class [    ]-[    ]b Notes in the amount of $[    ] and, if the aggregate initial principal amount of the Notes is $[    ], the principal amount of the Class [    ]-[    ] Notes is allocated to Class [    ]-[    ]a Notes in the amount of $[    ] and to Class [    ]-[    ]b Notes in the amount of $[    ];]

11. except as indicated in the following tables, the Servicer (or its designee) exercises the [    ]% clean-up call option to purchase the Receivables at the earliest opportunity [and the Depositor does not exercise its    % repurchase option][as of their respective Cutoff Dates],

12. no investment earnings are earned on any account,

13. the Servicing Strip Amount is paid monthly and calculated to be an amount equal to the product of (i) [    ]% of the Pool Balance as of the first day of that Collection Period (or, in the case of the first Distribution Date, the Pool Balance as of [                ] [    ], 20[    ]) times (ii) a fraction equal to 1/12, and indemnities are equal to zero,

14. the Indenture Trustee, the Owner Trustee, [the Collateral Custodian,] [the Grantor Trust Trustee] and the administrator fees, expenses and indemnities equal $[                ] per Distribution Date in the aggregate; the Backup Servicing Fee is $[                ] for the [                ] 20[    ] Distribution Date and $[                ] for each Distribution Date thereafter; the Hired Rating Agencies fees equal $[                ]for each [                ] Distribution Date starting in [    ] 20[    ]; the Owner Trustee fees equal $[                ] for each [                ] Distribution Date starting in [                ] 20[    ]; [the Grantor Trust Trustee fees equal $[                ] for each [                ] Distribution Date starting in [    ] 20[    ];] and all other fees and expenses equal zero per Distribution Date,

15. [no amounts will be owed by the Issuing Entity to the Asset Representations Reviewer,]

16. the Closing Date occurs on [                ] [    ], 20[    ], [and]

17. [amounts on deposit in the Pre-Funding Account were fully applied to purchase additional Receivables on [    ], 20[    ],] [and]

18. no [early amortization event or] Event of Default occurs, [and]

19. [during the Revolving Period, the Issuing Entity invests all amounts available to purchase additional Receivables up to the target reinvestment amount on each Distribution Date, based on the applicable Cutoff Date of such Receivables being the beginning of the related month,] [and]

20. [each of the hypothetical pools described below have an assumed cutoff date of [                ], 20[    ],] [and]

21. [there are no amounts paid under the interest rate swaps to the Swap Counterparty.][all payments are made as scheduled under the interest rate [swaps][caps].

The actual characteristics and performance of the Receivables will differ from the assumptions used in constructing the following tables. The assumptions used are hypothetical and have been provided only to give a general sense of how the principal cash flows might behave under varying prepayment scenarios. For example, it is very unlikely that the Receivables will prepay at a constant level of ABS until maturity or that all of Receivables will prepay at the same level of ABS. Any difference between each of those assumptions and

60

the actual characteristics and performance of the Receivables, or actual prepayment experience, will affect the percentages of initial balances outstanding over time and the weighted average lives of the Notes.

Investors are urged to make their investment decisions on a basis that includes their determination as to anticipated prepayment rates under a variety of the assumptions discussed herein.

The following tables indicate the projected weighted average life of each class of Notes and set forth the percent of the initial principal amount of each class of Notes that is projected to be outstanding after each of the Distribution Dates shown at various constant ABS percentages.

Percent of Initial Note Principal Amount Outstanding at Various ABS Percentages

The weighted average life of each class of Notes as set forth in each of the tables below is determined by:

• multiplying the amount of each principal payment on a note of that class by the number of years from the date of the issuance of the related note to the related Distribution Date,

• adding the results, and

• dividing the sum by the related initial principal amount of each class of the Notes.

The calculation in the row in each of the tables below labeled “Weighted Average Life (Years) to Call” assumes that the Servicer (or its designee) exercises the [    ]% clean-up call option to purchase the Receivables on the earliest permissible date [but that the Depositor does not exercise its [    ]% repurchase option]. The calculation in the row in each of the tables listed below labeled “Weighted Average Life (Years) to Maturity” assumes that the Servicer (or its designee) does not exercise its [    ]% clean-up call option [but that the Depositor does not exercise its [    ]% repurchase option]. If the Servicer (or its designee) were to exercise the clean-up call option, Noteholders would receive all unpaid principal on their Notes at the time of the respective call and the Notes would cease to be outstanding. [If the Depositor were to exercise its [    ]% repurchase option, the principal balance of the pool would decrease by up to [    ]% in accordance with the percentage of the pool that was repurchased.]

Percent of the Initial Note Principal Amount Outstanding [if the Aggregate Initial Principal Amount of the [Offered] Notes is $[                ]]—Class A-1 Notes

Distribution Date

[    ]%

[    ]%

[    ]%

[    ]%

[    ]%

Closing Date

[

]

[

]

[

]

[

]

[

]

[                ]

[

]

[

]

[

]

[

]

[

]

Weighted Average Life (Years) to Call

[

]

[

]

[

]

[

]

[

]

Weighted Average Life (Years) to Maturity

[

]

[

]

[

]

[

]

[

]

Percent of the Initial Note Principal Amount Outstanding [if the Aggregate Initial Principal Amount of the [Offered] Notes is $[                ]]—Class A-1 Notes

Distribution Date

[    ]%

[    ]%

[    ]%

[    ]%

[    ]%

Closing Date

[

]

[

]

[

]

[

]

[

]

[                ]

[

]

[

]

[

]

[

]

[

]

Weighted Average Life (Years) to Call

[

]

[

]

[

]

[

]

[

]

Weighted Average Life (Years) to Maturity

[

]

[

]

[

]

[

]

[

]

Percent of the Initial Note Principal Amount Outstanding [if the Aggregate Initial Principal Amount of the [Offered] Notes is $[                ]]—Class A-2 Notes[(1)]

[([Minimum] [Maximum] [Base Case] Principal Amount)]

Distribution Date

[    ]%

[    ]%

[    ]%

[    ]%

[    ]%

Closing Date

[

]

[

]

[

]

[

]

[

]

[                ]

[

]

[

]

[

]

[

]

[

]

Weighted Average Life (Years) to Call

[

]

[

]

[

]

[

]

[

]

Weighted Average Life (Years) to Maturity

[

]

[

]

[

]

[

]

[

]

(1) The initial principal amount of the Class A-2 Notes may change but will be determined on or prior to the day of pricing of such Notes. The information provided above is based on the expected [minimum initial] [maximum initial] [base case] principal amount of the Class A-2 Notes. The actual initial principal amount of the Class A-2 Notes may be [greater] [less] [greater or less] than the [minimum] [maximum] [base case] shown, in which case the Weighted Average Lives may be different than those shown above.

Percent of the Initial Note Principal Amount Outstanding [if the Aggregate Initial Principal Amount of the [Offered] Notes is $[                ]]—Class A-2 Notes[(1)]

[([Minimum] [Maximum] [Base Case] Principal Amount)]

Distribution Date

[    ]%

[    ]%

[    ]%

[    ]%

[    ]%

Closing Date

[

]

[

]

[

]

[

]

[

]

61

[                ]	[	]	[	]	[	]	[	]	[	]
Weighted Average Life (Years) to Call	[	]	[	]	[	]	[	]	[	]
Weighted Average Life (Years) to Maturity	[	]	[	]	[	]	[	]	[	]

[(1) The initial principal amount of the Class A-2 Notes may change but will be determined on or prior to the day of pricing of such Notes. The information provided above is based on the expected [minimum initial] [maximum initial] [base case] principal amount of the Class A-2 Notes. The actual initial principal amount of the Class A-2 Notes may be [greater] [less] [greater or less] than the [minimum] [maximum] [base case] shown, in which case the Weighted Average Lives may be different than those shown above.]

Percent of the Initial Note Principal Amount Outstanding [if the Aggregate Initial Principal Amount of the [Offered] Notes is $[                ]]—Class A-3 Notes[(1)]

[([Minimum] [Maximum] [Base Case] Principal Amount)]

Distribution Date

[    ]%

[    ]%

[    ]%

[    ]%

[    ]%

Closing Date

[

]

[

]

[

]

[

]

[

]

[                ]

[

]

[

]

[

]

[

]

[

]

Weighted Average Life (Years) to Call

[

]

[

]

[

]

[

]

[

]

Weighted Average Life (Years) to Maturity

[

]

[

]

[

]

[

]

[

]

[(1) The initial principal amount of the Class A-3 Notes may change but will be determined on or prior to the day of pricing of such Notes. The information provided above is based on the expected [minimum initial] [maximum initial] [base case] principal amount of the Class A-3 Notes. The actual initial principal amount of the Class A-3 Notes may be [greater] [less] [greater or less] than the [minimum] [maximum] [base case] shown, in which case the Weighted Average Lives may be different than those shown above.]

Percent of the Initial Note Principal Amount Outstanding [if the Aggregate Initial Principal Amount of the [Offered] Notes is $[                ]]—Class A-3 Notes [(1)]

[([Minimum] [Maximum] [Base Case] Principal Amount)]

Distribution Date

[    ]%

[    ]%

[    ]%

[    ]%

[    ]%

Closing Date

[

]

[

]

[

]

[

]

[

]

[                ]

[

]

[

]

[

]

[

]

[

]

Weighted Average Life (Years) to Call

[

]

[

]

[

]

[

]

[

]

Weighted Average Life (Years) to Maturity

[

]

[

]

[

]

[

]

[

]

[(1) The initial principal amount of the Class A-3 Notes may change but will be determined on or prior to the day of pricing of such Notes. The information provided above is based on the expected [minimum initial] [maximum initial] [base case] principal amount of the Class A-3 Notes. The actual initial principal amount of the Class A-3 Notes may be [greater] [less] [greater or less] than the [minimum] [maximum] [base case] shown, in which case the Weighted Average Lives may be different than those shown above.]

Percent of the Initial Note Principal Amount Outstanding [if the Aggregate Initial Principal Amount of the [Offered] Notes is $[                ]]—Class B Notes

Distribution Date

[    ]%

[    ]%

[    ]%

[    ]%

[    ]%

Closing Date

[

]

[

]

[

]

[

]

[

]

[                ]

[

]

[

]

[

]

[

]

[

]

Weighted Average Life (Years) to Call

[

]

[

]

[

]

[

]

[

]

Weighted Average Life (Years) to Maturity

[

]

[

]

[

]

[

]

[

]

Percent of the Initial Note Principal Amount Outstanding [if the Aggregate Initial Principal Amount of the [Offered] Notes is $[                ]]—Class B Notes

Distribution Date

[    ]%

[    ]%

[    ]%

[    ]%

[    ]%

Closing Date

[

]

[

]

[

]

[

]

[

]

[                ]

[

]

[

]

[

]

[

]

[

]

Weighted Average Life (Years) to Call

[

]

[

]

[

]

[

]

[

]

Weighted Average Life (Years) to Maturity

[

]

[

]

[

]

[

]

[

]

Percent of the Initial Note Principal Amount Outstanding [if the Aggregate Initial Principal Amount of the [Offered] Notes is $[                ]]—Class C Notes

Distribution Date

[    ]%

[    ]%

[    ]%

[    ]%

[    ]%

Closing Date

[

]

[

]

[

]

[

]

[

]

[                ]

[

]

[

]

[

]

[

]

[

]

Weighted Average Life (Years) to Call

[

]

[

]

[

]

[

]

[

]

Weighted Average Life (Years) to Maturity

[

]

[

]

[

]

[

]

[

]

62

Percent of the Initial Note Principal Amount Outstanding [if the Aggregate Initial Principal Amount of the [Offered] Notes is $[                ]]—Class C Notes

Distribution Date

[    ]%

[    ]%

[    ]%

[    ]%

[    ]%

Closing Date

[

]

[

]

[

]

[

]

[

]

[                ]

[

]

[

]

[

]

[

]

[

]

Weighted Average Life (Years) to Call

[

]

[

]

[

]

[

]

[

]

Weighted Average Life (Years) to Maturity

[

]

[

]

[

]

[

]

[

]

Percent of the Initial Note Principal Amount Outstanding [if the Aggregate Initial Principal Amount of the [Offered] Notes is $[                ]]—Class D Notes

Distribution Date

[    ]%

[    ]%

[    ]%

[    ]%

[    ]%

Closing Date

[

]

[

]

[

]

[

]

[

]

[                ]

[

]

[

]

[

]

[

]

[

]

Weighted Average Life (Years) to Call

[

]

[

]

[

]

[

]

[

]

Weighted Average Life (Years) to Maturity

[

]

[

]

[

]

[

]

[

]

Percent of the Initial Note Principal Amount Outstanding [if the Aggregate Initial Principal Amount of the [Offered] Notes is $[                ]]—Class D Notes

Distribution Date

[    ]%

[    ]%

[    ]%

[    ]%

[    ]%

Closing Date

[

]

[

]

[

]

[

]

[

]

[                ]

[

]

[

]

[

]

[

]

[

]

Weighted Average Life (Years) to Call

[

]

[

]

[

]

[

]

[

]

Weighted Average Life (Years) to Maturity

[

]

[

]

[

]

[

]

[

]

Percent of the Initial Note Principal Amount Outstanding [if the Aggregate Initial Principal Amount of the [Offered] Notes is $[                ]]—Class E Notes

Distribution Date

[    ]%

[    ]%

[    ]%

[    ]%

[    ]%

Closing Date

[

]

[

]

[

]

[

]

[

]

[                ]

[

]

[

]

[

]

[

]

[

]

Weighted Average Life (Years) to Call

[

]

[

]

[

]

[

]

[

]

Weighted Average Life (Years) to Maturity

[

]

[

]

[

]

[

]

[

]

Percent of the Initial Note Principal Amount Outstanding [if the Aggregate Initial Principal Amount of the [Offered] Notes is $[                ]]—Class E Notes

Distribution Date

[    ]%

[    ]%

[    ]%

[    ]%

[    ]%

Closing Date

[

]

[

]

[

]

[

]

[

]

[                ]

[

]

[

]

[

]

[

]

[

]

Weighted Average Life (Years) to Call

[

]

[

]

[

]

[

]

[

]

Weighted Average Life (Years) to Maturity

[

]

[

]

[

]

[

]

[

]

[Percent of the Initial Note Principal Amount Outstanding [if the Aggregate Initial Principal Amount of the [Offered] Notes is $[                ]]—Class N Notes]

Distribution Date

[    ]%

[    ]%

[    ]%

[    ]%

[    ]%

Closing Date

[

]

[

]

[

]

[

]

[

]

[                ]

[

]

[

]

[

]

[

]

[

]

Weighted Average Life (Years) to Call

[

]

[

]

[

]

[

]

[

]

[Percent of the Initial Note Principal Amount Outstanding [if the Aggregate Initial Principal Amount of the [Offered] Notes is $[                ]]—Class N Notes]

Distribution Date

[    ]%

[    ]%

[    ]%

[    ]%

[    ]%

Closing Date

[

]

[

]

[

]

[

]

[

]

[                ]

[

]

[

]

[

]

[

]

[

]

Weighted Average Life (Years) to Call

[

]

[

]

[

]

[

]

[

]

63

USE OF PROCEEDS

The Depositor will use the net proceeds of the sale of the Offered Notes (1) to purchase the Receivables from Carvana [and] (2) to deposit the Reserve Account Initial Deposit into the Reserve Account, [(3) to deposit the Pre-Funding Account initial deposit into the Pre-Funding Account, (4) to deposit the Negative Carry Account initial deposit into the Negative Carry Account, and (5) to deposit the Class N Reserve Account Initial Deposit into the Class N Reserve Account,] and ([6]) to pay for certain expenses incurred in connection with the issuance and sale of the Offered Notes. No expenses incurred in connection with the selection and acquisition of the Receivables by the Depositor will be payable from the offering proceeds.

Carvana will use the net proceeds from the sale of the Offered Notes for general corporate purposes. [Carvana will also use a portion of the net proceeds to repay certain “warehouse” debt secured by the Receivables prior to their sale to the Issuing Entity. [[The Owner Trustee,] [the Indenture Trustee, or] one or more of the underwriters or their affiliates or entities act as administrator or provide credit lines for such warehouse debt.]]

64

DESCRIPTION OF THE NOTES

The Issuing Entity will issue the Notes under the Indenture. We have filed a form of the Indenture [and Trust Agreement] as exhibits to the registration statement, but the form agreements do not describe the specific terms of the Notes. We will file a copy of the final form of the Indenture with the SEC no later than the date of the filing of the final prospectus. The following summary describes material terms of the Offered Notes and the Indenture. The summary does not purport to be complete and is subject, and qualified in its entirety by reference, to the Indenture.

All payments required to be made on the Notes will be made monthly on each Distribution Date. Distributions will be made to the Noteholders of record as of the close of business on the related record date.

The Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class B Notes, Class C Notes and Class D Notes will be offered for purchase in minimum denominations of $[    ] and integral multiples of $[    ] in excess thereof, the Class E Notes will be offered for purchase in minimum denominations of $[                ] and integral multiples of $[    ] in excess thereof [and the Class N Notes will be offered for purchase in minimum denominations of $[    ] and integral multiples of $[    ] in excess thereof]. U.S. persons acquiring beneficial interests in the Notes will hold their interests through DTC and may also be held through Clearstream Luxembourg and Euroclear, as participants in DTC. Non-U.S. persons acquiring beneficial interests in the Notes will hold their interests through Clearstream Luxembourg and Euroclear, as participants in DTC. See “—Book-Entry Registration” below.

Interest Payments

Interest will accrue on the Notes from and including the Closing Date to but excluding the first Distribution Date and for each monthly Collection Period thereafter [will be calculated on the basis of a 360-day year consisting of twelve 30-day months and will accrue from and including the 15th day of the prior month (or from and including the Closing Date, in the case of the first Distribution Date) to but excluding the 15^th day of the current month (assuming each month has 30 days)][, as set forth below:

• Interest on the Notes, other than the Class A-1 Notes [and the floating rate notes], will be calculated on the basis of a 360-day year consisting of twelve 30-day months (or from and including the Closing Date, in the case of the first Distribution Date) to but excluding the 15^th day of the current month (assuming each month has 30 days) and

• Interest on the Class A-1 Notes [and the floating rate notes] will be calculated on the basis of the actual days elapsed during the period for which interest is payable and a 360-day year, and will be accrued from and including the prior Distribution Date (or from and including the Closing Date, in the case of the first Distribution Date) to but excluding the current Distribution Date].

This means that, if there are no outstanding shortfalls in the payment of interest, the interest due on each Distribution Date will be the product of:

• the outstanding principal amount of a class of Notes,

• the interest rate of that class of Notes and

• [(i) in the case of the Class A-1 Notes [and the floating rate notes], the actual number of days in the interest period divided by 360; or (ii) in the case of the other classes of Notes,] 30 (or, in the case of the first Distribution Date, [    ]) divided by 360.

The note interest rates are as follows:

• for the Class A-1 Notes, the interest rate is                %,

• for the Class A-2[a] Notes, the interest rate is                %,

• [for the Class A-2b Notes, the interest rate is [One-Month LIBOR] plus                %,]

• for the Class A-3 Notes, the interest rate is                %,

• for the Class B Notes, the interest rate is                %,

• for the Class C Notes, the interest rate is                %,

• for the Class D Notes, the interest rate is                %,

• for the Class E Notes, the interest rate is                %,

• [for the Class N Notes, the interest rate is                %.]

[Subject to the occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date, the interest rate for any Class A-2[b] Notes will be based on One-Month LIBOR plus an applicable spread.] [“One-Month LIBOR” for any Distribution Date will be the rate per annum of deposits in U.S. dollars having a one-month maturity that appears on [Bloomberg Screen US00001 Index Page] (or the successor page or screen as may replace that page or screen or that service) at approximately [11:00 a.m.], London time, two London Business Days prior to the Distribution Date immediately preceding such Distribution Date (or, in the case of the initial Distribution Date, two London Business Days prior to the Closing Date) (each, a “LIBOR Determination Date”). Notwithstanding the foregoing, in the event that no rate for one-month U.S. dollar deposits appears on [Bloomberg Screen US00001 Index Page] (or the

65

successor page or screen as may replace that page or screen or that service) on the applicable LIBOR Determination Date, then One-Month LIBOR will be the arithmetic mean (rounded upwards to the nearest one-sixteenth of 1%) of the rates at which one-month U.S. dollar deposits are offered to prime banks in the London interbank market by four major banks in that market selected by the Administrator as of the LIBOR Determination Date and time specified above. If fewer than two quotations are provided by such banks, then One-Month LIBOR will be the arithmetic mean (rounded upwards as above) of the rates at which one-month loans in U.S. dollars are offered to leading European banks by [three] major banks in New York City selected by the Administrator as of 11:00 a.m. New York City time on the applicable LIBOR Determination Date [and in an amount that is representative of a single transaction in such market at such time]. If such quotations cannot be obtained, One-Month LIBOR for such Distribution Date will be One-Month LIBOR that was determined with respect to the prior Distribution Date.]

[The Issuing Entity will enter into an interest rate [swap] [cap] with respect to the Class A-2b Notes. See “Credit Enhancement—Interest Rate [Swaps][Caps].”]

[If the sum of One-Month LIBOR (or the then-current Benchmark) plus the applicable spread for the Class A-2[b] Notes set forth above is less than 0.00% for any interest accrual period, then the interest rate for the Class A-2[b] Notes for such interest accrual period will be deemed to be 0.00%.]

[Notwithstanding the foregoing, if the Issuing Entity determines that a Benchmark Transition Event and its related Benchmark Replacement Date (each as defined below) have occurred prior to the determination date of the then-current Benchmark, the Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the floating rate notes in respect of such determination on such date and all determinations on all subsequent dates. However, if the initial Benchmark Replacement is any rate other than Term SOFR and the Issuing Entity later determines that Term SOFR can be determined, Term SOFR will become the new Unadjusted Benchmark Replacement and will, together with a new Benchmark Replacement Adjustment for Term SOFR, replace the then-current Benchmark on the next Benchmark Determination Date for Term SOFR.

In connection with the implementation of a Benchmark Replacement, the [Administrator, on behalf of the] Issuing Entity will have the right from time to time to make Benchmark Replacement Conforming Changes.

Notice by the Issuing Entity (or the administrator on its behalf) of the occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date, the determination of a Benchmark Replacement and the making of any Benchmark Replacement Conforming Changes will be included in the investor certificate. Notwithstanding anything in the trust documents to the contrary, upon the inclusion of such information in the monthly servicer’s statement, the relevant trust documents will be deemed to have been amended to reflect the new Unadjusted Benchmark Replacement, Benchmark Replacement Adjustment and/or Benchmark Replacement Conforming Changes without further compliance with the amendment provisions of the relevant trust documents.

Any determination, decision or election that may be made by the Issuing Entity in connection with a Benchmark Transition Event or a Benchmark Replacement as described above, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error, may be made in the Issuing Entity’s sole discretion, and, notwithstanding anything to the contrary in the trust documents, will become effective without consent from any other party. None of Carvana, the Depositor, the Issuing Entity, the Servicer, the Indenture Trustee, the Owner Trustee, or their respective affiliates will have any liability for any determination made by or on behalf of the Issuing Entity in connection with a Benchmark Transition Event or a Benchmark Replacement as described above, and each noteholder, by its acceptance of a note or a beneficial interest in a note, will be deemed to waive and release any and all claims against Carvana, the Depositor, the Issuing Entity, the Servicer, the Indenture Trustee, the Owner Trustee, or their respective affiliates relating to any such determinations.

The Indenture Trustee will be under no obligation to (i) to monitor, determine or verify the unavailability or cessation of One-Month LIBOR (or other applicable Benchmark), or whether or when there has occurred, or to give notice to any other transaction party of the occurrence of, any Benchmark Transition Event or Benchmark Replacement Date, (ii) to select, determine or designate any Benchmark Replacement, or other successor or replacement benchmark index, or whether any conditions to the designation of such a rate have been satisfied, or (iii) to select, determine or designate any Benchmark Replacement Adjustment, or other modifier to any replacement or successor index, or (iv) to determine whether or what Benchmark Replacement Conforming Changes are necessary or advisable, if any, in connection with any of the foregoing.

The Indenture Trustee will not be liable for any inability, failure or delay on its part to perform any of its duties set forth in the Indenture as a result of the unavailability of One-Month LIBOR (or other applicable Benchmark) and absence of a designated replacement Benchmark, including as a result of any inability, delay, error or inaccuracy on the part of any other party, including without limitation the Issuing Entity, in providing any direction, instruction, notice or information required or contemplated by the terms of the Indenture and reasonably required for the performance of such duties.

For any Distribution Date, interest due on any class of Notes but not paid on that Distribution Date will be due on the next Distribution Date together with, to the extent permitted by law and following the occurrence of and during the continuance of an Event of Default, interest at the related note rate on such unpaid amount. If not paid earlier, all interest with respect to a class of Notes will be payable in full on the Final Scheduled Distribution Date for that class.

66

[Payments of interest on the Class A Notes will be subordinate to certain monthly payments to the Swap Counterparty and equal in priority to Senior Swap Termination Payments, if any.] Interest will first be paid on the Class A Notes[, and interest on the Class A Notes will have the same priority without regard to numerical designation]. Interest will then be paid (i) sequentially to the Class B Notes, the Class C Notes [,and] the Class D Notes [and the Class E Notes], respectively and (ii) to the extent of funds available in accordance with clause (14) under “Distribution Date Payments” or, if the Notes have been accelerated following the occurrence of certain Events of Default under the Indenture, clause (13) under “Distribution Date Payments”, [to the Class N Notes]. For instances in which a senior class of Notes will be entitled to specified payments of principal before payments of interest are made on a subordinated class of Notes, see “Distribution Date Payments—Distribution Date Payments After Acceleration of the Notes” below.

An Event of Default will occur if the full amount of interest due on the Controlling Class of Notes is not paid within five Business Days of the related Distribution Date. See “The Transaction Documents—Indenture—Events of Default.”

Amounts on deposit in the Reserve Account will be available on each Distribution Date to pay interest on the Notes [(other than the Class N Notes)] to the extent that such interest is not paid from Available Funds. [Amounts on deposit in the Class N Reserve Account will be available (i) on each Distribution Date, to pay interest on the Class N Notes to the extent that such interest is not paid from Available Funds and (ii) on the final Distribution Date for the Class N Notes, to pay principal of the Class N Notes.] On any Distribution Date, if the sum of the remaining Available Funds after payment of clauses (1) through (14) under “Distribution Date Payments” [and the remaining available balance in the Class N Reserve Account after payment of clause (14) under “Distribution Date Payments” is equal to or greater than the outstanding principal amount of the Class N Notes, amounts on deposit in the Class N Reserve Account and remaining Available Funds will be available to pay the outstanding principal amount of the Class N Notes.]

Payments of Principal

On each Distribution Date, unless the Notes have been accelerated following the occurrence of an Event of Default under the Indenture when the priorities set forth under “Distribution Date Payments—Distribution Date Payments After Acceleration of the Notes” are applicable, the Issuing Entity will pay principal, (i) to the extent of funds allocated for payment of principal, sequentially to the Class A[-1 Notes, Class A-2 Notes, the Class A-3 Notes] Notes, Class B Notes, Class C Notes [,and] the Class D Notes [and the Class E Notes], in certain circumstances, respectively, and (ii) to the extent of funds available in accordance with clause (16) under “Distribution Date Payments”, to the [Class N Notes]. The Class XS Notes will not be entitled to any payments of principal.

The classes of Notes ([other than the Class N Notes] and the Class XS Notes) are “sequential pay” classes. On each Distribution Date, payments of principal will be distributed to the most senior outstanding class of Notes to maintain parity between the outstanding principal amount of the Notes ([other than the Class N Notes] and the Class XS Notes) and the Pool Balance. The principal payments made to cure this undercollateralization, if any then exists, will be made prior to the payment of interest on the more subordinated classes of Notes on that Distribution Date. See “Distribution Date Payments.”

On each Distribution Date, all amounts allocated to the payment of principal as described in clauses (5), (7), (9), (11) and (13) under “Distribution Date Payments” other than any Distribution Date when the priorities set forth under “Distribution Date Payments—Distribution Date Payments After Acceleration of the Notes” are applicable, will be aggregated and will be paid out in the following order:

• first, to the Class A-1 Notes, until the principal amount of the Class A-1 Notes has been reduced to zero;

• second, to the Class A-2 Notes, until the principal amount of the Class A-2 Notes has been reduced to zero;

• third, to the Class A-3 Notes, until the principal amount of the Class A-3 Notes has been reduced to zero;

• fourth, to the Class B Notes, until the principal amount of the Class B Notes has been reduced to zero;

• fifth, to the Class C Notes, until the principal amount of the Class C Notes has been reduced to zero;

• sixth, to the Class D Notes, until the principal amount of the Class D Notes has been reduced to zero; and

• seventh, to the Class E Notes, until the principal amount of the Class E Notes has been reduced to zero;

[On each Distribution Date, to the extent of funds available in accordance with clause (16) under “Distribution Date Payments” other than any Distribution Date when the priorities set forth under “Distribution Date Payments—Distribution Date Payments After Acceleration of the Notes” are applicable, will be paid out to the Class N Notes, until the principal amount of the Class N Notes has been reduced to zero.]

In addition, any outstanding principal amount of any class of Notes that has not been previously paid will be payable on the Final Scheduled Distribution Date for that class. The actual date on which the Aggregate Note Principal Amount of any class of Notes is paid may be earlier than the Final Scheduled Distribution Date for that class, depending on a variety of factors. See “Prepayment and Yield Considerations.”

[The Revolving Period

The Issuing Entity will not make payments of principal on the Notes on Distribution Dates related to the Revolving Period.

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On each Distribution Date related to the Revolving Period, amounts otherwise available to make principal payments on the Notes will be applied to purchase additional Receivables from Carvana. See “The Receivables—Criteria Applicable to the Selection of Additional Receivables During the Revolving Period.”

The Issuing Entity will seek to purchase Receivables from Carvana through the Depositor in an aggregate amount equal to the Target Reinvestment Amount, to the extent of the funds available in the Accumulation Account. Carvana will seek to make Receivables available to the Issuing Entity as additional Receivables in an amount approximately equal to the amount of the funds available in the Accumulation Account, but it is possible that Carvana will not have sufficient Receivables for this purpose. Any portion of the funds available in the Accumulation Account that is not used to purchase Receivables on a Distribution Date during the Revolving Period will be re-deposited into the Accumulation Account and applied on subsequent Distribution Dates in the Revolving Period to purchase Receivables. Investors will be notified of the purchase of additional Receivables on Form 10-D.

The amount of additional Receivables will be determined by the amount of cash available from payments and prepayments on the Receivables. There are no stated limits on the amount of Receivables allowed to be purchased during the Revolving Period in terms of either dollars or as a percentage of the Initial Pool. Further, there are no requirements regarding minimum amounts of Receivables that can be purchased during the Revolving Period.

The Revolving Period consists of the monthly periods beginning with the [    ] monthly period and ending with the [    ] monthly period and the related Distribution Dates. Reinvestments in Receivables will be made on each Distribution Date related to those monthly periods. The Revolving Period will terminate sooner if an Early Amortization Event occurs in one of those monthly periods, in which case the Amortization Period will begin and no reinvestment in additional Receivables will be made on the related Distribution Date. During the Amortization Period, Noteholders will be entitled to receive principal payments in accordance with the priorities set forth in “Distribution Date Payments—Amortization Period.”

An “Early Amortization Event” will occur if:

• [the amount on deposit in the Reserve Account is less than the Specified Reserve Account Balance on consecutive Distribution Dates following the application of funds on such date.

• the amount on deposit in the Accumulation Account is less than the Target Reinvestment Amount on consecutive Distribution Dates following the application of funds on such date,

• the amount on deposit in the Accumulation Account is greater than [    ]% of the initial aggregate Principal Balance of the Receivables on [    ] consecutive Distribution Dates following the application of funds on such date,

• an Event of Default occurs, or

• a Servicer Termination Event occurs.

The occurrence of an Early Amortization Event is not necessarily an Event of Default under the Indenture.]

Optional Redemption

On any Distribution Date after the last day of any Collection Period as of which the Pool Balance is less than or equal to [    ]% of the Pool Balance as of the Cutoff Date, the Servicer will have the option to purchase (and/or to designate one or more other persons (other than Carvana and its subsidiaries) to purchase the Receivables.

To exercise this option, the Servicer will deposit (or cause to be deposited) an amount not less than [the greater of (a) the lesser of (1) the fair market value of the Receivables and (2) the sum of the Principal Balances of the Receivables plus accrued and unpaid interest as of the last day of the related Collection Period and (b)] the amount necessary to pay in full (after giving effect to the distribution of Available Funds on such Distribution Date) the outstanding amount of all Notes [(other than the Class XS Notes)], including all accrued and unpaid interest thereon, the [Servicing Strip Amount][Servicing Fee] for the related Collection Period and all amounts then owed [by the Issuing Entity] to [the Grantor Trust Trustee], the Owner Trustee, the Indenture Trustee, the Servicer, the Collateral Custodian[, the Backup Servicer], [the [Swap] [Cap] Counterparty,] and the Administrator.

[It is expected that at the time this clean-up call option becomes available to the Servicer (or its designee), only the Class [    ] Notes will be outstanding.]

Any outstanding Notes (other than the Class XS Notes) will be redeemed concurrently with this exercise of the optional purchase of the Receivables and the subsequent distribution to Certificateholders of all amounts required to be distributed to them pursuant to the Trust Agreement will effect early retirement of the certificates.

[Mandatory Prepayment

At the end of the [Funding Period] [Revolving Period], all or a portion of the Notes will be prepaid on the Distribution Date immediately following the calendar month in which the last day of the [Funding Period] [Revolving Period] occurs if and to the extent any amount remains on deposit in the [Pre-Funding Account] [Accumulation Account] on that Distribution Date, after giving effect to the purchase of all additional Receivables.] All mandatory prepayments will be made in accordance with the priorities described under “Description of the Notes—Payments of Principal.”]

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Controlling Class

The “Controlling Class” will be (i) if any of the Class A Notes are outstanding, the Class A Notes, (ii) if the Class A Notes have been paid in full, the Class B Notes, (iii) if the Class A Notes and the Class B Notes have been paid in full, the Class C Notes, (iv) if the Class A Notes, the Class B Notes, and the Class C Notes have been paid in full, the Class D Notes, and (v) if the Class A Notes, the Class B Notes, the Class C Notes, and the Class D Notes, have been paid in full, the Class E Notes. [The Class N Notes will never be the Controlling Class.]

Book-Entry Registration

The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class B Notes, the Class C Notes and the Class D Notes will be available for purchase in denominations of $[    ] and integral multiples of $[    ] thereafter. The Class E Notes will be available for purchase in denominations of $[    ] and integral multiples of $[                ] thereafter. [The Class N Notes will be available for purchase in denominations of $[    ] and integral multiples of $[    ] thereafter.] The Notes will be available only in book-entry form except in the limited circumstances described below. All Notes will be held in book-entry form by DTC, in the name of Cede & Co., as nominee of DTC. Investors’ interests in the Notes will be represented through financial institutions acting on their behalf as direct and indirect participants in DTC. Investors may hold their Notes through DTC, Clearstream Banking Luxembourg S.A., or Euroclear Bank S.A./N.V., which will hold positions on behalf of their customers or participants through their respective depositories, which in turn will hold such positions in accounts as DTC participants. The Notes will be traded as home market instruments in both the U.S. domestic and European markets. Initial settlement and all secondary trades will settle in same-day funds. The DTC rules applicable to its participants are on file with the SEC. More information about DTC can be found at www.dtcc.com.

Investors electing to hold their Notes through DTC will follow the settlement practices applicable to U.S. corporate debt obligations. Investors electing to hold global Notes through Clearstream or Euroclear accounts will follow the settlement procedures applicable to conventional eurobonds, except that there will be no temporary global Notes and no “lock-up” or restricted period.

Actions of Noteholders under the Indenture will be taken by DTC upon instructions from its participants and all payments, notices, reports and statements to be delivered to Noteholders will be delivered to DTC or its nominee as the registered holder of the book-entry Notes for distribution to holders of book-entry Notes in accordance with DTC’s procedures.

Investors should review the procedures of DTC, Clearstream and Euroclear for clearing, settlement and withholding tax procedures applicable to their purchase of the Notes.

Definitive Notes Only in Limited Circumstances

With respect to any class of Notes issued in book-entry form, such Notes will be issued in fully registered, certificated form to Noteholders or their respective nominees, rather than to DTC or its nominee, only if:

• DTC is no longer willing or able to discharge properly its responsibilities as the clearing agency with respect to the global Notes and Carvana is unable to locate a qualified successor;

• Carvana advises the Indenture Trustee in writing that it elects to terminate the book-entry system through DTC; or

• after the occurrence of an Event of Default, Noteholders representing beneficial interests of at least a majority of the Aggregate Note Principal Amount of the applicable class of Notes advise the clearing agency that the continuation of a book-entry system through DTC is no longer in the best interests of the Noteholders,

Upon the occurrence of any event described in the immediately preceding paragraph, DTC will notify all applicable Noteholders of a given class through participants of the availability of such Notes being issued in the form of definitive notes (“Definitive Notes”). Upon surrender by DTC of the Definitive Notes representing the corresponding Notes and receipt of instructions for re-registration, the Indenture Trustee will reissue the Notes as Definitive Notes to the Noteholders.

Distributions of principal of, and interest on, the Definitive Notes will thereafter be made by the Indenture Trustee in accordance with the procedures set forth in the Indenture directly to holders of Definitive Notes in whose names the Definitive Notes were registered at the close of business on the record date for such Notes. The distributions will be made by check mailed to the address of the Noteholder as it appears on the register maintained by the Indenture Trustee or by wire transfer to the account designated in writing to the Indenture Trustee by the Noteholder at least five Business Days prior to the related record date. The final payment on any Definitive Notes, however, will be made only upon presentation and surrender of the Definitive Notes at the office or agency specified in the notice of final distribution to the applicable Noteholders.

Definitive Notes will be transferable and exchangeable at the offices of the Indenture Trustee or of a registrar named in a notice delivered to holders of Definitive Notes. No service charge will be imposed for any registration of transfer or exchange, but the Indenture Trustee may require payment of a sum sufficient to cover any tax or other governmental charge imposed in connection therewith.

[The Class XS Notes

The Issuing Entity will also issue the Class XS Notes. The Class XS Notes will not have a principal amount and will not be entitled to any payments of principal. This class of notes will have a notional amount equal to the principal balance of the Receivables as of the end of the preceding Collection Period (or, as of the cutoff date in the case of the first Collection Period). The Class XS Notes will be paid to the extent the Servicing Strip Amount exceeds the fees owed to the Servicer.]

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CREDIT ENHANCEMENT

The discussion below highlights important feature that enhance the likelihood that payments will be made to investors. The presence of reserve accounts is intended to enhance the likelihood of receipt by investors of the full amount of principal and interest due thereon and to decrease the likelihood that the Noteholders will experience losses. The overcollateralization, reserve accounts, excess collections and subordination of interests will not provide protection against all risks of loss and will not guarantee repayment of the entire principal amount of the Notes and interest thereon. If shortfalls in Available Funds occur and exceed the amount covered by overcollateralization, reserve accounts, excess collections and subordination of interests investors will bear their allocable share of those deficiencies.

Subordination

A class of Notes that is lower in priority of payment provides credit support to those classes of Notes having higher priority of payment relative to that class. Consequently, to the extent collections on Receivables and other assets do not generate enough cash to satisfy the Issuing Entity’s obligations, including the obligations to make payments to investors, payments of excess cash flow that would otherwise be made to the Certificateholders will first be eliminated and any additional losses will generally then be absorbed as follows:

• first, by the holders of the Class E Notes, to the extent then outstanding;

• second, by the holders of the Class D Notes, to the extent then outstanding;

• third, by the holders of the Class C Notes, to the extent then outstanding;

• fourth, by the holders of the Class B Notes, to the extent then outstanding;

• fifth, by the holders of the Class A-3 Notes, to the extent then outstanding;

• sixth, by the holders of the Class A-2 Notes, to the extent then outstanding;] and

• seventh, by the holders of the Class A[-1] Notes, to the extent then outstanding.

Reserve Account

Amounts on deposit in the Reserve Account, if any, will be applied to make payments to Noteholders and Certificateholders in accordance with the priority of payments to the extent those amounts remain unsatisfied after the application of collections and other available funds in accordance with the priority of payments.

The Reserve Account provides credit enhancement to the Notes [(other than the Class N Notes)] by adding an additional potential source of funds available to make payments on the Notes. Pursuant to the Indenture, the Issuing Entity will establish the Reserve Account with the Indenture Trustee.

The Reserve Account will be funded by an initial deposit on the Closing Date of $[    ], [and [if the aggregate initial principal amount of the Offered Notes is $[    ], the reserve account will be funded by an initial deposit on the Closing Date of $[    ],] which equals [    ]% of the Principal Balance of the Receivables as of the Cutoff Date. The “Specified Reserve Account Balance” will be the lesser of (1) [    ]% of the Principal Balance of the Receivables as of the Cutoff Date and (2) the aggregate principal amount of the Offered Notes [(other than the Class N Notes)] [, although during the Revolving Period, if the aggregate Receivables principal balance is less than the principal amount of the Notes during a monthly period, the Specified Reserve Account Balance will increase by an amount equal to the approximate negative carry, which is an amount equal to the excess, if any, of (1) the Aggregate Note Principal Amount over (2) the Principal Balance after giving effect to any purchases of additional Receivables on the related Distribution Date, multiplied by one-twelfth of the excess of (a) the weighted average interest rate on the Notes over (b) [One-Month] LIBOR.] [At its election, the Depositor will be entitled to make deposits into the Reserve Account not to exceed                % of the Principal Balance as of the Cutoff Date].

Amounts on deposit in the Reserve Account will be invested in certain eligible investments that mature not later than the Business Day prior to the following Distribution Date. Eligible investments may not be purchased at a premium. Any net income from those investments will be paid to the Depositor.

On each Distribution Date, the amount on deposit in the Reserve Account will be withdrawn, to the extent necessary, to fund any deficiencies in the payments of the Issuing Entity’s expenses, interest payments on the Notes, principal payments on the Notes that are necessary to prevent the outstanding principal amount of the Notes amount from exceeding the Pool Balance and principal payments on each class of Notes that are necessary to pay off each class of Notes on its Final Scheduled Distribution Date. See “Distribution Date Payments.” [Add for eligible horizontal cash reserve account: Amounts withdrawn from the Reserve Account will not be paid to Carvana or any of its affiliates in respect of amounts owing to a noteholder to the extent that Carvana or any of its affiliates is a noteholder.]

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On any Distribution Date that the amount on deposit in the Reserve Account together with Available Funds is sufficient to pay all amounts due pursuant to clauses (1) through (13) set forth below under “Distribution Date Payments” and the aggregate outstanding principal amount of the Class A Notes, Class B Notes, Class C Notes, Class D Notes, and the Class E Notes, such amount will be used to repay all such outstanding classes of Notes in full on such Distribution Date.

[Class N Reserve Account

Amounts on deposit in the Class N Reserve Account, if any, will be applied to make payments on the Class N Notes in accordance with the priority of payments to the extent those amounts remain unsatisfied after the application of collections and other Available Funds in accordance with the priority of payments.

The Class N Reserve Account provides credit enhancement solely to the Class N Notes by adding an additional potential source of funds available to make payments on the Class N Notes. Pursuant to the Indenture, the Issuing Entity will establish the Class N Reserve Account with the Indenture Trustee.

The Class N Reserve Account will be funded by an initial deposit on the Closing Date of $[    ], [and if the aggregate initial principal amount of the Offered Notes is $[    ], the Class N Reserve Account will be funded by an initial deposit on the Closing Date of $[    ],] which equals [    ]% of the Pool Balance as of the [Cutoff Date]. The “Specified Class N Reserve Account Balance” will equal [    ]% of the Pool Balance as of the [Cutoff Date].

Amounts on deposit in the Class N Reserve Account will be invested in certain eligible investments that mature not later than the Business Day prior to the following Distribution Date. Eligible investments may not be purchased at a premium. Any net income from those investments will be paid to the Depositor.

Amounts on deposit in the Class N Reserve Account will be withdrawn, to the extent necessary, (i) on each Distribution Date, to fund any deficiencies in the payments of the Issuing Entity’s interest payments on the Class N Notes and (ii) on the Final Scheduled Distribution Date for the Class N Notes, to fund any deficiencies in the payments of the Issuing Entity’s principal payments of the Class N Notes. On any Distribution Date, if the sum of the remaining available balance in the Class N Reserve Account after payment of clause (14) under “Distribution Date Payments” and remaining Available Funds after payment of clauses (1) through (14) under “Distribution Date Payments” is equal to or greater than the outstanding principal amount of the Class N Notes, amounts on deposit in the Class N Reserve Account will be withdrawn, to the extent necessary, to pay the outstanding principal amount of the Class N Notes. Once the Class N Notes are paid in full, any remaining amounts on deposit in the Class N Reserve Account will be payable to the Depositor and will not be subject to the lien of the Indenture.]

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Overcollateralization

The Pool Balance will exceed the aggregate principal amount of the Notes issued by the Issuing Entity (other than the Class N Notes). See “Summary—Credit Enhancement—Overcollateralization.” This excess creates credit enhancement by allowing for some amount of losses on the Receivables before a shortfall in funds available to make payments on the Notes would occur. On the Closing Date, the initial amount of overcollateralization will be $[    ], [or approximately [    ]% of the [Initial] Cutoff Date Pool Balance]. Collections on the Receivables will be applied to reach or maintain, as applicable, the Overcollateralization Target Amount. The Overcollateralization Target Amount will be [the greater of] (1) [    ]% of Pool Balance as of the end of the related Collection Period and (2)] [                ]% of the Pool Balance as of the [Cutoff Date].

Excess Collections

Excess collections are generally the excess of collections on the Receivables over the various fees and expenses of the Issuing Entity, including the Servicing Strip Amount, [unpaid indemnity amounts and transition expenses due to the Backup Servicer, should it become the successor servicer,] unpaid fees, expenses, and indemnity amounts due to each of Carvana, the Indenture Trustee, Owner Trustee, [the Grantor Trust Trustee], the Collateral Custodian and the Hired Rating Agencies, below the $[    ] aggregate cap, interest payments on the Notes and certain required principal payments on the Notes. Any excess collections will be applied on each Distribution Date to make principal payments on the Notes to the extent necessary to reach the Overcollateralization Target Amount.

[Interest Rate [Swaps] [Caps]

The Issuing Entity will enter into one or more interest rate [swap] [cap] transactions with respect to each class or tranche of floating rate notes pursuant to the interest rate [swap] [cap] with the [Swap] [Cap] Counterparty to hedge its floating rate interest obligations with respect to each class or tranche of floating rate notes.

[In general, under the interest rate swap, the Issuing Entity will receive payments at a rate or rates determined by reference to [One-Month LIBOR], which is the basis for determining the amount of interest due on the floating rate notes. Under each interest rate swap transaction pursuant to the interest rate swap, on each Distribution Date:

• the Issuing Entity will be obligated to pay to the Swap Counterparty the applicable fixed interest rate set forth below on the basis of a 360-day year of twelve 30-day months on a notional amount equal to the outstanding principal amount of the related class or tranche of floating rate notes as of the preceding Distribution Date (or, in the case of the first Distribution Date, the Closing Date), after giving effect to all principal payments made with respect to such class or tranche of floating rate notes on that preceding Distribution Date; and

• the Swap Counterparty will be obligated to pay to the Issuing Entity floating interest rate based on [One-Month LIBOR] for the related Distribution Date [plus the applicable spread set forth below] on a notional amount equal to the outstanding principal amount of the related class or tranche of floating rate notes as of the preceding Distribution Date (or, in the case of the first Distribution Date, the Closing Date), after giving effect to all principal payments made with respect to such class or tranche of floating rate notes on that preceding Distribution Date.]

[The fixed interest rates to be used in calculating the Issuing Entity’s payments to the Swap Counterparty under the interest rate swap transaction related to floating rate notes will be equal to [    ]% per annum. The spread to be used in calculating the Swap Counterparty’s payments under the interest rate swaps related to floating rate notes will be equal to [                %]]

[On each Distribution Date, the amount the Issuing Entity will be obligated to pay will be netted against the amount payable by the Swap Counterparty under the interest rate swap. Only the net amount will be payable by the Issuing Entity or the Swap Counterparty, as applicable.]

[Under each interest rate cap transaction pursuant to the interest rate cap, on [the Business Day prior to] each Distribution Date the Cap Counterparty will be obligated to pay the Issuing Entity an amount equal to the excess of the interest rate on each class or tranche of floating rate notes over [an interest rate equal to] [One-Month LIBOR plus an applicable spread] [a strike price specified in the related interest rate cap], which amount will not be less than zero.]

[The obligations of the [Swap] [Cap] Counterparty under the interest rate [swap] [cap] are unsecured].

[The interest rate [swap] [cap] provides for specified Events of Default [and termination events]. [Events of Default applicable to the Issuing Entity include [the failure to make payments due under the interest rate swap and the acceleration of the Notes after the occurrence of an Event of Default.] [There will not be any Events of Default and termination events as a result of an action or omission by the Issuing Entity under the interest rate cap.]]

[Events of Default applicable to the [Swap] [Cap] Counterparty include the failure by the [Swap] [Cap] Counterparty to make payments due under the interest rate [swap] [cap], the breach by the [Swap] [Cap] Counterparty of the agreement evidencing the interest rate [swap] [cap] and the occurrence of certain bankruptcy-related events and a merger by the [Swap] [Cap] Counterparty without an assumption of its obligations under the interest rate [swap] [cap]. In addition, termination events, including illegality, specified tax events, the acceleration of the Notes after the occurrence of an Event of Default and an amendment to the Transaction Documents that is adverse to the Swap Counterparty is made without the Swap Counterparty’s consent, will apply to the Issuing Entity.]

[In the event that the [Swap] [Cap] Counterparty’s long-term or short-term ratings cease to be at the levels required according to the criteria of the Hired Rating Agencies, the [Swap] [Cap] Counterparty will be obligated to assign its rights and obligations under the

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interest rate [swap] [cap] to another party reasonably acceptable to the Issuing Entity or post collateral to maintain the ratings of the Notes. If the [Swap] [Cap] Counterparty has not taken one of the actions specified above within the specified time, the Issuing Entity may terminate the interest rate [swap] [cap].]

[If an Event of Default or a termination event occurs under the interest rate [swap] [cap], the non-defaulting party or the party that is not the affected party [(except in the case of an illegality or a tax event, in which case either party)], as applicable, may elect to terminate the interest rate [swap] [cap]. [In the event of the termination of the interest rate swap, a termination payment may be due to the Swap Counterparty by the Issuing Entity out of funds that would otherwise be available to make distributions to investors or due to the Issuing Entity by the Swap Counterparty. The amount of the termination payment will be based on market quotations of the cost of entering into a similar swap transaction, in accordance with the procedures set forth in the interest rate swap. The termination payment could be substantial if market interest rates and other conditions have changed materially since the issuance of the Notes.]]

[The [Swap] [Cap] Counterparty will have the right to consent to amendments under the Indenture, the Receivables Purchase Agreement, the Servicing Agreement, the Trust Agreement, [the Grantor Trust Agreement,] and the Administration Agreement other than amendments that do not materially and adversely affect the interests of the [Swap] [Cap] Counterparty.]

[Swap] [Cap] Counterparty. The [Swap] [Cap] Counterparty will be [                ]. [                ] is a                 and is an [indirect wholly owned subsidiary] of                 , a                  in                 .

[The [Swap] [Cap] Counterparty will be an entity actively engaged in the interest rate [swap] [cap] business. The [Swap] [Cap] Counterparty’s long-term and short-term ratings will be at least at the levels required according to the criteria of the Hired Rating Agencies.]

[Insert any additional information on the [Swap] [Cap]Counterparty in accordance with Item 1103(a)(3)(ix), Item 1114 and Item 1115 of Regulation AB, as applicable.]

[Swap] [Cap] Agreement Significance Percentage. Based on a reasonable good faith estimate of maximum probable exposure calculated in accordance with Carvana’s general risk management procedures, the significance percentage of the interest rate [swap] [cap] is less than 10%. [To be inserted if applicable—financial information required by Item 1115 of Regulation AB to the extent any providers of derivative instruments is liable or contingently liable to provide payments representing 10% or more of the cash flow.]]

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DISTRIBUTION DATE PAYMENTS

[Revolving Period

On each Distribution Date during the Revolving Period, from Available Funds for such Distribution Date, [amounts withdrawn from the Reserve Account solely in connection with the payment of clauses (1) through [(9)] below, if any[, and amounts withdrawn from the Class N Reserve Account solely in connection with the payment of clause [(12)] below, if any], the Issuing Entity will pay the following amounts in the following order of priority:

1. the [Servicing Strip Amount][Servicing Fee] for the related Collection Period will be used to pay the Servicer or any successor servicer, as applicable [except Available Funds from the Reserve Account may not be used for this purpose as long as the Servicer is an affiliate of Carvana], [the related Servicing Fee for such Distribution Date, and any Excess Servicing Strip Amount for such Distribution Date will be distributed to the Class XS Note];

2. pro rata, (a) [to the extent not previously paid, to the Backup Servicer, if the Backup Servicer has replaced Bridgecrest as servicer, any unpaid indemnity amounts due to the Backup Servicer as successor servicer, plus any unpaid transition expenses due in respect of the transfer of servicing to the Backup Servicer (including any boarding fees or other expenses payable by the Issuing Entity), provided that the aggregate amount of such indemnity amounts, fees and expenses paid pursuant to this clause (2)(a) will only be payable during the calendar year beginning on the date that the Backup Servicer has replaced Bridgecrest as servicer and will not exceed $[    ] in such calendar year, (b)] to each of the Indenture Trustee, the Owner Trustee, [the Grantor Trust Trustee], the administrator and the Collateral Custodian any fees, expenses and indemnity amounts due to each of Carvana, as administrator, the Indenture Trustee, the Owner Trustee, [the Grantor Trust Trustee,] and the Collateral Custodian and all unpaid fees, expenses and indemnity amounts from prior Collection Periods, provided that the aggregate amount of such indemnity amounts, fees and expenses paid pursuant to this clause (2)(b) will not exceed (A) $[                ] in any calendar year to the Indenture Trustee and Collateral Custodian and [(B) $[                ] in any calendar year to the Grantor Trust Trustee and Owner Trustee combined,] (c) [to the Asset Representations Reviewer, the fees, expenses and indemnities due and owing under the Asset Representations Review Agreement, which have not been previously paid in full, up to a maximum of $                per year] and (d) to the Hired Ratings Agencies, annual surveillance fees not to exceed $[                ] in any calendar year;

3. [to the Backup Servicer, the Backup Servicing Fee;]

4. [to the Swap Counterparty, net amount payable, if any, other than any swap termination amounts;]

5. to the Class A Notes[, pro rata among the Class A Notes], accrued and unpaid interest on the Class A Notes [and any Senior Swap Termination Payment on interest rate swaps related to the Class A Notes, pro rata;]

6. to the Class B Notes, accrued and unpaid interest on the Class B Notes;

7. to the Class C Notes, accrued and unpaid interest on the Class C Notes;

8. to the Class D Notes, accrued and unpaid interest on the Class D Notes;

9. to the Class E Notes, accrued and unpaid interest on the Class E Notes;

10. reinvestments in additional Receivables and deposits into the Accumulation Account, as applicable, in the amount by which the Aggregate Note Principal Amount exceeds the aggregate Pool Balance;

11. to the Reserve Account, until the amount in the Reserve Account equals the Specified Reserve Account Balance;

12. [to the Class N Notes, accrued and unpaid interest on the Class N Notes;

13. to the Class N Reserve Account, the amount, if any, necessary to fund the Reserve Account up to the required amount;]

14. reinvestments in additional Receivables and deposits into the Accumulation Account, as applicable, in the amount by which the Aggregate Note Principal Amount plus the Overcollateralization Target Amount exceeds the aggregate Pool Balance, as increased above, plus the amounts deposited in the Accumulation Account above;

15. [any Subordinate Swap Termination Payments on any interest rate swaps related to the Class A Notes;]

16. pro rata, (a) [to the Backup Servicer, if the Backup Servicer has replaced Bridgecrest as servicer, any unpaid indemnity amounts due to the Backup Servicer as successor servicer, plus any unpaid transition expenses due in respect of the transfer of servicing to the Backup Servicer that are in excess of the related cap described under clause (2) above (including any boarding fees or other expenses payable by the Issuing Entity), (b)] to the extent not previously paid, to each of Carvana, as administrator, the Indenture Trustee, the Owner Trustee, [the Grantor Trust Trustee,] the Hired Rating Agencies, the Asset Representations Reviewer and the Collateral Custodian any unpaid fees, expenses and indemnity amounts due to each of Carvana, the Indenture Trustee, the Owner Trustee, [the Grantor Trust Trustee,] the Hired Rating Agencies, the Asset Representations Reviewer and the Collateral Custodian that are in excess of the related caps described under clause (2) above [, except Available Funds from the Reserve Account may not be used for this purpose as long as the administrator is an affiliate of Carvana and (c) to the Backup Servicer, any unpaid expenses and indemnity amounts due to the Backup Servicer]; and

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17. any remaining amounts, to the Certificateholders.

Amortization Period]

On each Distribution Date [related to the Amortization Period], unless the Notes have been accelerated following the occurrence of an Event of Default under the Indenture, from Available Funds for such Distribution Date, amounts withdrawn from the Reserve Account solely in connection with the payment of clauses (1) through [(14)] below, if any, [and amounts withdrawn from the Class N Reserve Account solely in connection with the payment of clauses [(18)] and [(20)] below, if any,] the Issuing Entity will pay the following amounts in the following order of priority:

1. the [Servicing Strip Amount][Servicing Fee] for the related Collection Period will be used to pay the Servicer or any successor servicer, as applicable [except Available Funds from the Reserve Account may not be used for this purpose as long as the Servicer is an affiliate of Carvana][, the related Servicing Fee for such Distribution Date, and any Excess Servicing Strip Amount for such Distribution Date will be distributed to the Class XS Notes];

2. pro rata, (a) [to the extent not previously paid, to the Backup Servicer, if the Backup Servicer has replaced Bridgecrest as servicer, any unpaid indemnity amounts due to the Backup Servicer as successor servicer, plus any unpaid transition expenses due in respect of the transfer of servicing to the Backup Servicer (including any boarding fees or other expenses payable by the Issuing Entity), provided that the aggregate amount of such indemnity amounts, fees and expenses paid pursuant to this clause (2)(a) will only be payable during the calendar year beginning on the date that the Backup Servicer has replaced Bridgecrest as servicer and will not exceed $[    ] in such calendar year, (b)] to each of the Indenture Trustee, the Owner Trustee, [the Grantor Trust Trustee], the administrator and the Collateral Custodian any fees, expenses and indemnity amounts due to each of Carvana, as administrator, the Indenture Trustee, the Owner Trustee, [the Grantor Trust Trustee,] and the Collateral Custodian and all unpaid fees, expenses and indemnity amounts from prior Collection Periods, provided that the aggregate amount of such indemnity amounts, fees and expenses paid pursuant to this clause (2)(b) will not exceed (A) $[                ] in any calendar year to the Indenture Trustee and collateral custodian and (B) $[                ] in any calendar year to the [Grantor Trust Trustee and] Owner Trustee [combined], (c) [to the Asset Representations Reviewer, the fees, expenses and indemnities due and owing under the Asset Representations Review Agreement, which have not been previously paid in full, up to a maximum of $                per year] and (d) to the Hired Ratings Agencies, annual surveillance fees not to exceed $[                ] in any calendar year;

3. [to the Backup Servicer, the Backup Servicing Fee;]

4. [to the Swap Counterparty, net amount payable, if any, other than any swap termination amounts;]

5. to the Class A Notes[, pro rata among the Class A Notes], accrued and unpaid interest on the Class A Notes [and any Senior Swap Termination Payment on interest rate swaps related to the Class A Notes, pro rata;]

6. principal of the Notes an amount equal to the First Priority PDA;

7. to the Class B Notes, accrued and unpaid interest on the Class B Notes;

8. principal of the Notes an amount equal to the Second Priority PDA;

9. to the Class C Notes, accrued and unpaid interest on the Class C Notes;

10. principal of the Notes in an amount equal to the Third Priority PDA;

11. to the Class D Notes, accrued and unpaid interest on the Class D Notes;

12. principal of the Notes in an amount equal to the Fourth Priority PDA;

13. to the Class E Notes, accrued and unpaid interest on the Class E Notes;

14. principal of the Notes in an amount equal to the Fifth Priority PDA;

15. to the Reserve Account, the amount, if any, necessary to fund the Reserve Account up to the required amount;

16. principal of the Notes in an amount equal to the Regular PDA;

17. [any Subordinate Swap Termination Payments on any interest rate swaps related to the Class A Notes;]

18. [to the Class N Notes, accrued and unpaid interest on the Class N Notes;

19. to the Class N Reserve Account, the amount, if any, necessary to fund the Reserve Account up to the required amount;

20. (A) on any Distribution Date prior to the Final Scheduled Distribution Date for the Class N Notes, if the sum of (i) Available Funds remaining after payment of clauses (1) through (14) above and (ii) the remaining available balance in the Class N Reserve Account after payment of all amounts due pursuant to clause (14) above, is equal to or greater

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than the outstanding principal amount of the Class N Notes, principal of the Class N Notes in an amount equal to the outstanding principal amount of the Class N Notes, otherwise, in an amount equal to Available Funds remaining after payment of clauses (1) through [(15)] above; (B) on the Final Scheduled Distribution Date for the Class N Notes, principal to the Class N Notes in an amount equal to the outstanding principal amount of the Class N Notes;]

21. pro rata, (a) [to the Backup Servicer, if the Backup Servicer has replaced as servicer, any unpaid indemnity amounts due to the Backup Servicer as successor servicer, plus any unpaid transition expenses due in respect of the transfer of servicing to the Backup Servicer that are in excess of the related cap described under clause (2) above (including any boarding fees or other expenses payable by the Issuing Entity), (b)] to the extent not previously paid, to each of Carvana, the Indenture Trustee, the Owner Trustee, [the Grantor Trust Trustee], the Collateral Custodian, the Asset Representations Reviewer, and the Hired Rating Agencies any unpaid fees, expenses and indemnity amounts due to each of the Indenture Trustee, the Owner Trustee, [the Grantor Trust Trustee], the Hired Rating Agencies, the administrator the Asset Representations Reviewer and the Collateral Custodian that are in excess of the related caps described under clause (2) above [, except Available Funds from the Reserve Account may not be used for this purpose as long as the administrator is an affiliate of Carvana [and (c) to the Backup Servicer, any unpaid expenses and indemnity amounts due to the Backup Servicer]; and

22. to the holders of the certificates, any remaining amounts.

Notwithstanding the foregoing, following the occurrence and during the continuance of Events of Default relating solely to a breach of a covenant, representation or warranty, non-payment of principal or interest on the Notes when due or a bankruptcy or insolvency event of the Issuing Entity but prior to acceleration of the Notes, the cap on the expenses and indemnities payable to the Owner Trustee, [the Grantor Trust Trustee,] the Indenture Trustee and the Collateral Custodian as set forth in clause (2)(b)(A) and clause 2(b)(B) above will not apply.

On and after the Final Scheduled Distribution Date for the Class A-1, Class A-2, and Class A-3 Notes the amount distributable pursuant to clause (5) above will be increased by an amount sufficient to pay in full the outstanding principal amount of any Class A-1, Class A-2, and Class A-3 then outstanding. On and after the Final Scheduled Distribution Date for the Class B Notes, the amount distributable pursuant to clause (7) above will be increased by an amount sufficient to pay in full the outstanding principal amount of any Class B Notes then outstanding. On and after the Final Scheduled Distribution Date for the Class C Notes, the amount distributable pursuant to clause (9) above will be increased by an amount sufficient to pay in full the outstanding principal amount of any Class C Notes then outstanding. On and after the Final Scheduled Distribution Date for the Class D Notes, the amount distributable pursuant to clause (11) above will be increased by an amount sufficient to pay in full the outstanding principal amount of any Class D Notes then outstanding. On and after the Final Scheduled Distribution Date for the Class E Notes, the amount distributable pursuant to clause (13) above will be increased by an amount sufficient to pay in full the outstanding principal amount of any Class E Notes then outstanding. [On and after the Final Scheduled Distribution Date for the Class N Notes, the amount distributable pursuant to clause (18) above will be increased by an amount sufficient to pay in full the outstanding principal amount of any Class N Notes then outstanding.]

Distribution Date Payments After Acceleration of the Notes

On each Distribution Date following the occurrence of an Event of Default, (i) amounts withdrawn from the Reserve Account will be used solely in connection with payment of clauses (1) through (14) below, if any, [(ii) amounts withdrawn from the Class N Reserve Account will be used solely in connection with the payment of clauses (15) and (16) below, if any,] and (iii) distributions will not be made in accordance with the priorities set forth above under “—Distribution Date Payments” but will instead be made in the following order of priority:

1. the Servicing Strip Amount for the related Collection Period will be used to pay the Servicer or any successor servicer, as applicable [except Available Funds from the Reserve Account may not be used for this purpose as long as the Servicer is an affiliate of Carvana][, the related Servicing Fee for such Distribution Date, and any Excess Servicing Strip Amount for such Distribution Date will be distributed to the Class XS Notes];

2. pro rata, (a) [to the extent not previously paid, to the Backup Servicer, if the Backup Servicer has replaced Bridgecrest as servicer, any unpaid indemnity amounts due to the Backup Servicer as successor servicer, plus any unpaid transition expenses due in respect of the transfer of servicing to the Backup Servicer, (b)] to each of Carvana, the Indenture Trustee, the Owner Trustee, [the Grantor Trust Trustee,] and the Collateral Custodian any fees, expenses and indemnity amounts due to such party and all unpaid fees, expenses and indemnity amounts from the prior Collection Periods, (c) to the Hired Rating Agencies, annual surveillance fees not to exceed $[    ] in any calendar year, (d) [to the Asset Representation Reviewer, any fees, expenses and indemnity amounts due to the Asset Representation Reviewer] and (e) [to the Backup Servicer, any unpaid expenses and indemnity amounts due to the Backup Servicer];

3. [to the Backup Servicer, the Backup Servicing Fee;]

4. to the Class A Notes, pro rata, accrued and unpaid interest on the Class A Notes;

5. to the Class A-1 Notes, until the Class A-1 Notes have been paid in full;

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6. to the Class A-2 Notes and the Class A-3 Notes, pro rata, until the Class A-2 Notes and the Class A-3 Notes have been paid in full;

7. to the Class B Notes, accrued and unpaid interest on the Class B Notes;

8. to the Class B Notes, until the Class B Notes have been paid in full;

9. to the Class C Notes, accrued and unpaid interest on the Class C Notes;

10. to the Class C Notes, until the Class C Notes have been paid in full;

11. to the Class D Notes, accrued and unpaid interest on the Class D Notes;

12. to the Class D Notes, until the Class D Notes have been paid in full;

13. to the Class E Notes, accrued and unpaid interest on the Class E Notes;

14. to the Class E Notes, until the Class E Notes have been paid in full;

15. [to the Class N Notes, accrued and unpaid interest on the Class N Notes;]

16. [if the sum of (i) Available Funds remaining after payment of clauses (1) through (13) above and (ii) the remaining available balance in the Class N Reserve Account after payment of all amounts due pursuant to clause (15) above, is equal to or greater than the outstanding principal amount of the Class N Notes, principal of the Class N Notes in an amount equal to the outstanding principal amount of the Class N Notes, otherwise, in an amount equal to remaining Available Funds after payment of clauses (1) through (15) above, until the Class N Notes have been paid in full;] and

17. to the holders of the certificates, any remaining amounts.

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THE TRANSACTION DOCUMENTS

The following summary describes certain terms of the Transaction Documents (“Transaction Documents”) relating to the Issuing Entity consisting of:

• the Receivables Purchase Agreement, to be dated as of the Closing Date, between Carvana, as seller and the Depositor, as purchaser (the “Receivables Purchase Agreement”) pursuant to which the Depositor will purchase the Receivables from Carvana,

• the Receivables Transfer Agreement, to be dated as of the Closing Date, between the Depositor and the Issuing Entity (the “Receivables Transfer Agreement”), pursuant to which the Issuing Entity will purchase the Receivables from the Depositor,

• [the Receivables Contribution Agreement, to be dated as of the Closing Date, between the Issuing Entity and the Grantor Trust (the “Receivables Contribution Agreement”), pursuant to which the Grantor Trust will acquire the Receivables from the Issuing Entity,]

• the Servicing Agreement, to be dated as of the Closing Date, among the Issuing Entity, [the Grantor Trust,] [the Backup Servicer,] the Indenture Trustee and the Servicer (the “Servicing Agreement”), pursuant to which the Servicer will agree to service the Receivables,

• the Indenture, pursuant to which the Issuing Entity will issue the Notes,

• the Trust Agreement, to be dated as of the Closing Date, between the Depositor and the Owner Trustee (the “Trust Agreement”), pursuant to which the Issuing Entity will be operated and the Certificates will be issued,

• [the Grantor Trust Agreement, to be dated as of the Closing Date, between the Issuing Entity and the Grantor Trust Trustee (the “Grantor Trust Agreement”), pursuant to which the Grantor Trust will be operated and the Grantor Trust Certificate will be issued,]

• the Asset Representations Review Agreement, to be dated as of the Closing Date, among the Issuing Entity, [the Grantor Trust,] the Servicer[, Carvana, as administrator] and the Asset Representations Reviewer (the “Asset Representations Review Agreement”), pursuant to which the Asset Representations Reviewer will be appointed and establish the procedures by which a review of Receivables will be conducted,

• [the Backup Servicing Agreement, to be dated as of the Closing Date, among the Backup Servicer, the Servicer[, the Grantor Trust] and the Issuing Entity (the “Backup Servicing Agreement”), pursuant to which the Backup Servicer will agree to serve as backup servicer,]

• the Administration Agreement, to be dated as of the Closing Date, among Carvana, as administrator, the Issuing Entity[, the Grantor Trust] and the Indenture Trustee (the “Administration Agreement”), pursuant to which Carvana will undertake administrative duties for the Issuing Entity, and

• [the Collateral Custodian Agreement, to be dated as of the Closing Date, among the Collateral Custodian, the Servicer, the Issuing Entity, [the Grantor Trust,] the Indenture Trustee and Carvana, as administrator (the “Collateral Custodian Agreement”), pursuant to which [                    ], as collateral custodian, will agree to act as collateral custodian for the documents evidencing the Receivables].

We have filed forms of the Transaction Documents as exhibits to the registration statement, but the form agreements do not describe the specific terms of the Notes. We will file a copy of the final form of the Transaction Documents with the SEC no later than the date of the filing of the final prospectus. Where particular provisions or terms used in the Transaction Documents are referred to, the actual provisions, including definitions of terms, are incorporated by reference as part of this summary. The parties will enter into the Transaction Documents, each of which may be amended and supplemented from time to time, to be dated as of the Closing Date. The summary below does not purport to summarize all material provisions of the Transaction Documents and is qualified in its entirety by reference to the actual Transaction Documents. See “Sponsor,” “Issuing Entity” and “Description of the Notes” for further discussion with respect to the Transaction Documents.

Sale and Assignment of Receivables

Carvana will sell the Receivables, including its security interests in the financed vehicles, to the Depositor on the Closing Date [and each Subsequent Transfer Date] pursuant to the Receivables Purchase Agreement. The Depositor will transfer and assign to the Issuing Entity, without recourse, its entire interest in the Receivables, including its security interests in the financed vehicles, pursuant to the Receivables Transfer Agreement. [The Issuing Entity will transfer the Receivables, including its security interest in the financed vehicles, to the Grantor Trust in exchange for the Grantor Trust Certificate.]

Carvana will represent and warrant to the selection criteria set forth in “The Receivables—Criteria Applicable to Selection of Receivables.”

In the Receivables Transfer Agreement, the Depositor will assign the representations and warranties of Carvana, as set forth above, to the Issuing Entity, and will represent and warrant to the Issuing Entity that the Depositor has taken no action which would cause the representations and warranties of Carvana with respect to the Receivables to be false in any material respect as of the Closing Date [or Subsequent Transfer Date].

Repurchases [or Substitution] of Receivables

Unless (A) a breach of a representation and warranty of Carvana with respect to any Receivable, which materially and adversely affects the interests of the investors, taken as a whole, is cured in all material respects within 30 days following (i) the discovery of the breach or receipt of notice of such breach by the Depositor from the Issuing Entity [or the Grantor Trust] (which notice will provide sufficient detail so as to allow Carvana to reasonably investigate the alleged breach), or (ii) in the case of the Owner Trustee[, the Grantor Trust Trustee] or the Indenture Trustee, a responsible officer of such trustee has actual knowledge or receives written notice of a breach of such representation or warranty, then (B) [the Issuing Entity will repurchase from the Grantor Trust or will enforce the obligation of the Depositor under the Receivables Transfer Agreement to repurchase[, and] the Depositor will repurchase or will enforce the obligation of Carvana under the Receivables Purchase Agreement to repurchase, as required, such Receivable from the [Issuing Entity] [Grantor Trust]] at a price equal to the aggregate principal balance of the repurchased Receivables, plus accrued and unpaid interest thereon. [Any such breach will be deemed not to materially and adversely affect the interest of the investors, taken as a whole, if such breach does not affect the ability of the Grantor Trust to receive and retain timely payment in full on the related Receivable.] [The repurchase [or substitution] obligation constitutes the sole remedy available to the Depositor[,] [or] the Issuing Entity [or the Grantor Trust] for any such uncured breach.]

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[Ability to substitute Receivables for which a representation or warranty has been breached as set forth above and if the related breach is discovered]

[The Depositor [will be required, on a mandatory basis, to][may] substitute a comparable Receivable (each, a “Substitute Receivable”) for a Receivable [if the related breach is discovered within the first [two] years after the Closing Date]. [The aggregate principal balances of all Substitute Receivables cannot be greater than [10]% of the Initial Pool.] In the event that a breach of a representation or warranty is discovered and the Depositor has already Substituted Receivables with an aggregate principal balances of up to [10]% of the Initial Pool or if the related breach is discovered after the [second] anniversary of the closing date, the Depositor will be required to repurchase the related Receivable. On the date that such Receivable is replaced with a Substitute Receivable, the related Substitute Receivable will be sold by Carvana to the Depositor and will be transferred by the Depositor to the Issuing Entity [and contributed to the Grantor Trust].

Each Substitute Receivable will meet the criteria discussed in “The Receivables—Criteria Applicable to the Selection of the Receivables”, except for the following: [applicable exclusions, if any to be described] [and the additional criteria set for below: add additional criteria as applicable]

Even though each Substitute Receivable must satisfy the eligibility criteria set forth under “The Receivables—Criteria Applicable to the Selection of Additional Receivables During the [Funding Period] [Revolving Period]”, the Substitute Receivable may not be of the same credit quality as the Receivable it replaced because, among other things, that Substitute Receivable may not have been part of Carvana’s portfolio on the Cutoff Date. The Substitute Receivable may have been originated at a different time using credit criteria different from those applied to the replaced Receivable.]

The Depositor will be entitled to receive collections received on a repurchased Receivable after the first day of the Collection Period during which such Receivable was repurchased by the Depositor. [These repurchase [or substitution] obligations constitute the sole remedies available to the Issuing Entity, [the Grantor Trust,] the Indenture Trustee, the Owner Trustee, [the Grantor Trust Trustee,] and investors for any uncured breaches with respect to the Receivables, except for certain limited indemnities.]

[In addition to Receivables that the Depositor buys from Carvana on the Closing Date as described above, the Depositor may also buy Receivables from the Carvana to transfer to the Issuing Entity[, who will transfer to the Grantor Trust,] on each Distribution Date during the Revolving Period. The Depositor may buy those Receivables on substantially the same terms as under the Receivables Purchase Agreement on the Closing Date. The Depositor will then sell Receivables that the Depositor has bought from Carvana to the Issuing Entity, pursuant to the Receivables Transfer Agreement. [The Issuing Entity will then transfer Receivables that the Issuing Entity has bought from the Depositor to the Grantor Trust, pursuant to the Receivables Contribution Agreement.] [If the Depositor receives a tax opinion confirming that the Issuing Entity is a Grantor Trust, it may also sell additional Receivables to the Issuing Entity at a later date and, concurrently, with such sale, execute and deliver additional Notes and certificates of the Issuing Entity to fund the purchase of the additional Receivables.]]

[Depositor Repurchase Option

The Depositor has an option to purchase a portion of the Receivables. The option may be exercised only one time and for a group of Receivables having an aggregate principal balance no greater than [    ]% of the Initial Pool Balance. The purchase price will equal the aggregate principal balance of the repurchased Receivables, plus accrued and unpaid interest on the repurchased Receivables through the end of the calendar month in which the repurchase occurs. The amount paid by the Depositor for the repurchase will constitute collections on the Receivables and will be applied in the same fashion as other collections.]

The Servicing Agreement and Servicing of the Receivables

Duties of the Servicer

The Servicer will service and make collections on the Receivables held by the [Issuing Entity] [Grantor Trust] in accordance with its customary servicing practices and applicable law, using the degree of skill and care that the Servicer exercises with respect to all comparable motor vehicle receivables that it services for itself or others. Subject to the restrictions set forth in the Servicing Agreement, as described below, the Servicer will follow its customary servicing practices and will have full power and authority to do any and all things in connection with such servicing and collection that it may deem necessary or desirable, including executing and delivering instruments of satisfaction or cancellation, or partial or full release or discharge, with respect to the Receivables or the related financed vehicles.

The Servicer will initially receive payments relating to the Receivables in a post-office box or depositary account subject to a master agency agreement for the benefit of, among other parties, the [Issuing Entity][Grantor Trust] and the Indenture Trustee. The Servicer is required to deposit any collections (other than Supplemental Servicing Fees) on the Receivables received in a post-office box or depository account into the Collection Account within two business days following identification. Pending deposit into the Collection Account, collections may be commingled with other funds and are not required to be segregated from the Servicer’s own funds.

The Servicer may in its discretion waive any Supplemental Servicing Fees. The Servicer is not required to make any advances of funds or guarantees regarding collections, cash flows or distributions, nor is the Servicer required to maintain a fidelity bond or error and omissions policy or to monitor whether obligors obtain or maintain an insurance policy on the financed vehicles.

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Modifications

The Servicer may grant certain extensions and other modifications described in “Servicing Procedures—Modification of Contracts—Due Date Changes and Extensions.” Any extensions, deferrals amendments, modifications and other alterations granted could have an impact on the amount and timing of collections on Receivables and, consequently, the amount and timing of Available Funds to make payments on the Securities. See “Risk Factors—Risk Related to the Transaction Parties—The Servicer’s discretion over the servicing of the Receivables, including the sale of Charged-Off Receivables, may impact the amount and timing of funds available to make payments on the Securities.” The Servicer generally may not reduce the APR or principal balance with respect to any Receivable, other than in limited circumstances (such as when required by law or court order). [Additionally, as a result of the transaction being structured such that the Issuing Entity and Grantor Trust are intended to be treated as grantor trusts for U.S. federal income tax purposes, the Servicer will be further restricted in making modifications to the Receivables.] [If the Servicer reduces the APR or principal balance of any Receivable other than as permitted, then the Servicer will be required to indemnify the Issuing Entity for the actual loss. Additionally, if the Servicer extends the date for final payment by the obligor of any Receivable beyond the last day of the collection period preceding the latest Final Scheduled Distribution Date of any Note, releases the financed vehicle securing the related Receivable from the security interest granted by such Receivable other than as permitted under the Servicing Agreement or materially impairs the rights of [the Grantor Trust,] the Issuing Entity or the Indenture Trustee in any Receivable, then the Servicer will be required to pay the actual loss (if any) with respect to such Receivable. These indemnification obligations constitute the sole remedy available to the Issuing Entity, [the Grantor Trust,] [the Backup Servicer,] the Indenture Trustee, the Owner Trustee, [the Grantor Trust Trustee,] and the holders of the Securities for any uncured breaches of these covenants by the Servicer.] See “—Limitation on Servicer Liability and Indemnification” for further discussion on the Servicer’s indemnification obligations.

Realization Upon Receivables

On behalf of the [Issuing Entity] [Grantor Trust], the Servicer will use commercially reasonable efforts, consistent with its customary servicing practices, to repossess or otherwise convert the ownership of the financed vehicle securing any Receivable as to which the Servicer has determined that eventual payment in full is unlikely, unless it determines in its sole discretion that repossession will not increase the liquidation proceeds by an amount greater than the expense of such repossession, that the proceeds ultimately recoverable with respect to such receivable would be increased by forebearance that repossessing such financed vehicle would otherwise not be consistent with the Servicer’s customary servicing practices. Without limiting the foregoing, the Servicer, consistent with its customary servicing practices, will use commercially reasonable efforts to maximize net proceeds from the repossession of a financed vehicle, which may include [reasonable efforts to realize upon any recourse to any dealer and] selling the financed vehicle at public or private sale. In addition, the Servicer may from time to time (but is not required to) sell any Charged-Off Receivables on behalf of the Issuing Entity [or the Grantor Trust] in accordance with its customary servicing practices for a price equal to [the fair market value of such Charged-Off Receivable].

Sale of Charge-Offs

The Servicer may from time to time, but is not required to, direct the [Grantor Trust][Issuing Entity] to sell retail installment contracts that have been charged-off in accordance with the servicing policy and procedures and the Servicing Agreement, to a third party that is unaffiliated with Carvana, the Depositor, the Issuing Entity[, the Grantor Trust] or Servicer and these may be sold to third parties.

Servicing Compensation and Payment of Expenses

On each Distribution Date, the Issuing Entity will pay to the Servicer [the Servicing Fee]. [On each Distribution Date, the Servicing Fee will be payable from the Servicing Strip Amount.]

In addition, the Servicer will also be entitled to receive or retain, as applicable, Supplemental Servicing Fees, which include any late fees, insufficient fund fees or similar fees and charges collected during a monthly Collection Period, as well as any investment earnings on its concentration accounts during a monthly Collection Period prior to transferring the collections on the Receivables to the Collection Account. The Servicer is entitled to be reimbursed for liquidation expenses, which are the reasonable out-of-pocket expenses (exclusive of overhead) incurred by the Servicer with respect to the collection, repossession, enforcement, disposition and liquidation of a Receivable that is a charged-off contract and the related financed vehicle. These Supplemental Servicing Fees and liquidation expenses are not paid out of the [Servicing Strip Amount][Servicing Fee]. Supplemental Servicing Fees do not constitute Available Funds, and liquidation expenses reduce the amount of Available Funds available to be distributed on each Distribution Date.

[To the extent there is an Excess Servicing Strip Amount available on any Distribution Date, such amount will be paid to the holders of the Class XS Notes. The relative priority of the Servicing Strip Amount and the Excess Servicing Strip Amount are set forth in “Distribution Date Payments.”]

Delegation by and Resignation of the Servicer

The Servicer may, at any time without notice or consent, delegate (a) any or all of its duties under the Transaction Document to any of its Affiliate of (b) specific duties to sub-contractors who are in the business of performing such duties; provided, that no such delegation

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will relive the Servicer of its responsibility with respect to such duties and the Servicer shall remain obligated for its duties under the Servicing Agreement as if the Servicer alone were performing such duties.

The Servicer may not resign from its obligations and duties as Servicer under the Servicing Agreement, except upon a determination that the Servicer’s performance of these duties as servicer is not permissible under applicable law. Notice of any such determination permitting the resignation of the Servicer will be communicated to the Indenture Trustee [and the Backup Servicer] by the Servicer at the earliest practicable time (and, if such communication is not in writing, will be confirmed in writing at the earliest practicable time) and any such determination will be evidenced by an opinion of counsel to such effect delivered to the Indenture Trustee concurrently with or promptly after such notice. If, after the Servicer gives notice of its intent to resign or is removed, a successor servicer does not take office within [the earlier of] sixty days [and the date that the Backup Servicer is required to assume the obligations of the predecessor servicer], the retiring Servicer, the Issuing Entity or the Requisite Noteholders may petition a court of competent jurisdiction for the appointment and designation of a successor servicer (at the expense of the Issuing Entity).

Termination of the Servicer

If a Servicer Termination Event has occurred and is continuing, the Indenture Trustee may, and at the direction of the Requisite Noteholders [(other than Class XS Notes)] will, by notice given to the Servicer, the Owner Trustee, the Issuing Entity, the Administrator, the Certificateholders and the Noteholders, terminate the rights and obligations of the Servicer under the Servicing Agreement with respect to the Receivables. In the event the Servicer is removed or resigns as Servicer, all authority and power of the Servicer under the Servicing Agreement will, without further action, pass to and be vested in [(i) the Backup Servicer; or (ii) if the Backup Servicer has been terminated,] a successor servicer approved as described below. The Indenture Trustee may make arrangements for compensation to be paid to the successor servicer, which in no event may be greater than the servicing compensation to the Servicer under the Servicing Agreement.

[In the event the Backup Servicer does not assume the role of successor servicer, the Requisite Noteholders will appoint another person as successor servicer, who will assume the obligations of the Servicer under the Servicing Agreement on the assumption date specified in the written notice. [The Backup Servicer will act as successor servicer unless it is legally unable to do so, in which event the predecessor Servicer shall continue to act as Servicer until a successor acceptable to the Requisite Noteholders has been appointed and accepted such appointment.] In the event that a successor Servicer has not been appointed [and the Backup Servicer is legally unable to act] at the time when the predecessor Servicer has ceased to act as Servicer, then the Indenture Trustee, the Issuing Entity or the Requisite Noteholders may appoint, or petition a court of competent jurisdiction to appoint, a successor servicer (at the expense of the Issuing Entity).

The occurrence and continuation of any one or more of the following events will constitute a “Servicer Termination Event”:

• (1) any failure by the Servicer to deposit in the Collection Account any payment required to be so delivered by the Servicer under the terms of the Servicing Agreement, which failure continues unremedied for [five] Business Days after discovery thereof by a responsible officer of the Servicer or receipt by a responsible officer of the Servicer of written notice thereof from the Indenture Trustee or the Requisite Noteholders (or, if no Notes are outstanding, from the majority Certificateholders);

• (2) any failure by the Servicer to duly observe or perform in any material respect any other of its covenants or agreements in the Servicing Agreement, which failure materially and adversely affects the rights of the Issuing Entity, the Noteholders or the Certificateholders, and which continues unremedied for [    ] consecutive days after discovery thereof by a responsible officer of the Servicer or receipt by a responsible officer of the Servicer of written notice thereof from the Indenture Trustee or the Requisite Noteholders (or, if no Notes are outstanding, from the majority Certificateholders);

• (3) any representation or warranty made by the Servicer in the Servicing Agreement [or any other Transaction Document] will prove to have been incorrect or false in any material respect when made, and such breach continues unremedied for [    ] consecutive days after discovery thereof by a responsible officer of the Servicer or receipt by a responsible officer of the Servicer of written notice thereof from the Indenture Trustee or the Requisite Noteholders (or, if no Notes are outstanding, from the majority Certificateholders); and

• (4) certain events of bankruptcy, insolvency or receivership of the Servicer (which, if involuntary, remain unstayed for a period of [    ] consecutive days) or actions by the Servicer indicating its insolvency, reorganization pursuant to bankruptcy proceedings, or inability to pay its obligations;

provided, that (A) any delay or failure of performance referred to in clause (1) above shall have been caused by force majeure or other similar occurrence, the [    ] Business Day grace period referred to in such clause (1) shall be extended for an additional [    ] days and (B) if any delay or failure of performance referred to in clauses (2) or (3) above shall have been caused by force majeure or other similar occurrence, the [    ] day grace period referred to in such clause shall be extended for an additional [    ] days. The existence or occurrence of any “material instance of noncompliance” (within the meaning of Item 1122 of Regulation AB) shall not create any presumption that any event in clauses (1) or (2) above has occurred.

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Waiver of Servicer Termination Events

The Requisite Noteholders, on behalf of all the Noteholders, Certificateholders and the Issuing Entity, may waive any Servicer Termination Event and its consequences. No waiver will impair the Noteholders’ or Certificateholders’ rights regarding subsequent defaults.

Evidence as to Compliance

The Servicing Agreement will provide for delivery on or before March [    ] of each calendar year, beginning March [    ], 20[    ], of a certificate signed by an officer of the Servicer stating that (1) a review of the Servicer’s activities during the preceding calendar year (or, in the case of the first such certificate, the period from the Closing Date through December 31, 20[    ]) and of its performance under the Servicing Agreement has been made under the supervision of such officer and (2) to the best of such officer’s knowledge, based on such review, the Servicer has fulfilled its obligations under the Servicing Agreement in all material respects throughout the reporting period or, if there has been a failure to fulfill any such obligations in any material respect, describing each such failure and the status thereof.

The Servicer will also give the Issuing Entity and the Indenture Trustee written notice of any event which has occurred and is continuing, with the giving of notice or lapse of time or both, unless cured, would become a Servicer Termination Event.

The Servicer will provide a report regarding its assessment of its compliance with certain servicing criteria specified in Item 1122(d) of Regulation AB as of the end of the preceding calendar year (or, in the case of the first such certificate, the period from the Closing Date through December 31, 20[    ]). The report will address each of the servicing criteria specified in the Servicing Agreement as applicable to the Servicer or such other criteria as mutually agreed upon by the Depositor and the Servicer. The Servicer will provide a separate annual report of a firm of independent certified public accountants attesting to such servicer’s assessment of its compliance with such servicing.

[Other parties participating in the servicing function to provide assessment of compliance and attestation report under Item 1122.]

Limitation on Servicer Liability and Indemnification

The Servicer will be liable under the Servicing Agreement only to the extent of the obligations specifically undertaken by the Servicer under the Servicing Agreement [and the representations and warranties made by the Servicer thereunder]. The Servicer will be required to indemnify, defend and hold harmless the Issuing Entity, [the Grantor Trust,] the Owner Trustee, [the Grantor Trust Trustee,] the Indenture Trustee, the Collateral Custodian[, the Backup Servicer] and Carvana and their respective officers, directors, employees and agents from and against losses to the extent such losses arose out of, or were imposed upon any such person, through the negligence, willful misfeasance or bad faith (other than errors in judgment) of the Servicer in the performance of its duties under the Transaction Documents, or by reason of its reckless disregard of its obligations and duties (excluding losses resulting from the negligence of the Issuing Entity, the Grantor Trust or Carvana or the gross negligence (except for errors in judgment) of the Owner Trustee, Grantor Trust Trustee, Indenture Trustee or Collateral Custodian or willful misconduct or with certain limitations, breach of any Transaction Document by the indemnified party. Neither the Servicer (nor any of the directors, officers, employees or agents of the Servicer) will be under any liability to any person for any action taken or for refraining from the taking of any action pursuant to the Servicing Agreement or for errors in judgment, although the Servicer will not be protected against any liability that would otherwise be imposed by reason of willful misfeasance or bad faith in the performance of duties or by reason of is failure to perform its obligations or of reckless disregard of obligations and duties under the Servicing Agreement or by reason of negligence in the performance of its duties (except for errors in judgment).

Indenture

The Indenture will provide for the issuance of the Notes, the terms of the Notes and payments to Noteholders as described in this Prospectus. The following summary describes certain other material terms of the Indenture.

Material Covenants

The Indenture provides that the Issuing Entity it binds may not consolidate with or merge into any other entity, unless:

• the entity formed by or surviving the consolidation or merger is organized under the laws of the United States, any state or the District of Columbia,

• no Default or Event of Default has occurred and is continuing immediately after the merger or consolidation,

• none of Carvana, the Depositor, the Issuing Entity or the Indenture Trustee has been advised that the rating of the Notes then in effect would be reduced or withdrawn by the rating agencies hired to rate the Notes as a result of the merger or consolidation,

• any action necessary to maintain the lien and security interest created by the Indenture has been taken, and

• the Issuing Entity and the Indenture Trustee have received an opinion of counsel to the effect that the consolidation or merger would have no material adverse tax consequence to the Issuing Entity or to any noteholder or Certificateholder.

So long as the Notes are outstanding, the Issuing Entity [and the Grantor Trust] will not, among other things, except as expressly permitted by the Transaction Documents:

• sell, convey, exchange, transfer or otherwise dispose of any of the assets of the Issuing Entity [or the Grantor Trust],

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• claim any credit on or make any deduction from the principal and interest payable in respect of the Notes, other than amounts withheld under the Code or applicable state, local or non-U.S. tax law, or assert any claim against any present or former holder of the Notes because of the payment of taxes levied or assessed upon the Issuing Entity [or the Grantor Trust],

• dissolve or liquidate in whole or in part,

• permit the validity or effectiveness of the Indenture to be impaired or permit any person to be released from any covenants or obligations regarding the Notes under the Indenture except as may be expressly permitted by the Indenture, or

• permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance to be created on or extend to or otherwise arise upon or burden the assets of the Issuing Entity or any part of its assets, or any interest in its assets or the proceeds thereof.

The Issuing Entity may not engage in any activity other than as specified under “The Issuing Entity” above. The Issuing Entity may not incur, assume or guarantee any indebtedness other than indebtedness incurred pursuant to the Notes it issues and the Indenture which binds it or otherwise in accordance with the Transaction Documents.

Events of Default

The Indenture contains the following “Events of Default”:

1. default in the payment of any interest when it becomes due and payable on (i) the Class A Notes, (ii) if no Class A Notes are outstanding, the Class B Notes, (iii) if no Class A Notes or Class B Notes are outstanding, the Class C Notes, (iv) if no Class A Notes, Class B Notes or Class C Notes are outstanding, the Class D Notes, [or] (v) if no Class A Notes, Class B Notes, Class C Notes or Class D Notes are outstanding, the Class E Notes, [or (vi) if no Class A Notes, Class B Notes, Class C Notes, Class D Notes, or Class E Notes are outstanding, the Class N Notes], and the default will continue for a period of five Business Days;

2. default in the payment of principal in full of any class of Notes [(other than the Class XS Notes)] and accrued but unpaid interest due on any class of Notes [(other than the Class XS Notes)] on its Final Scheduled Distribution Date;

3. default in the payment in full of any other amount due on the Notes [(other than the Class XS Notes)], when such payment becomes due and payable, to the extent funds are available therefor, and the default will continue for a period of five Business Days;

4. a material default in the observance or performance by the Issuing Entity of any other covenant or agreement made in the Indenture proving to have been incorrect in any material respect as of the time when the same will have been made, subject to a 60-day grace period after the Indenture Trustee or 25% of the outstanding principal amount of the Controlling Class will have delivered notice of such default;

5. a material default in the observance or performance by the Issuing Entity of any other representation or warranty made in the Indenture proving to have been incorrect in any material respect as of the time when the same will have been made, subject to a 60-day grace period after the Indenture Trustee or 25% of the outstanding principal amount of the Controlling Class will have delivered notice of such breach of representation or warranty; and

6. certain events of bankruptcy, insolvency, receivership or liquidation of the Issuing Entity or its property.

Notwithstanding the foregoing, there will be no Event of Default where an Event of Default would otherwise exist under clauses (1), (2) and (3) above for a period of an additional ten Business Days or under clauses (4) and (5) for a period of an additional 30 days if the delay or failure giving rise to the Event of Default was caused by an act of God or other similar occurrence.

Upon the occurrence and during the continuance of an Event of Default, the Indenture Trustee will declare all the Notes to be immediately due and payable if directed in writing by the Noteholders of Notes evidencing not less than the Requisite Noteholders.

At any time after a declaration of acceleration of the Notes and before a judgment or decree for payment of the money due has been obtained, the Requisite Noteholders may, and the Indenture Trustee will, if directed in writing by the Requisite Noteholders, rescind and annul such declaration and its consequences, if certain conditions specified in the Indenture are satisfied.

Upon the occurrence of an Event of Default, the Indenture Trustee may exercise certain remedies under the Indenture, including selling the property of the Issuing Entity if certain other conditions specified in the Indenture are satisfied. The Indenture Trustee may not cause the liquidation of the Issuing Entity’s property unless either (a) Noteholders representing 100% of the Aggregate Note Principal Amount consent thereto, or (b) the proceeds of such sale or liquidation distributable to investors will be sufficient to discharge in full all amounts then due and unpaid on such Notes for principal and interest, or (c) (1) there has been a payment Event of Default, (2) the Indenture Trustee determines that the Issuing Entity’s property will not continue to provide sufficient funds for the payment of principal of and interest on the Notes and they would have become due if the Notes had not been accelerated and the Indenture Trustee provides notice to the Issuing Entity (who will deliver such notice to each rating agency hired by the Issuing Entity to rate the Notes) and (3) the Indenture Trustee obtains the consent of Noteholders of the Notes evidencing not less than 66-2/3% of the outstanding principal amount of Notes. Notes held by Carvana or its affiliates are not included for the purpose of calculating such votes.

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If the Notes have been declared due and payable following an Event of Default and such declaration and its consequences have not been rescinded and annulled, any money or property collected pursuant to the Indenture or otherwise and any money then held or thereafter received by the Indenture Trustee with respect to the property of the Issuing Entity will be applied in accordance with the priorities set forth in “Distribution Date Payments—Distribution Date Payments After Acceleration of the Notes” above, including, without limitation, amounts that would otherwise be released to the holders of the certificates.

The Requisite Noteholders may, on behalf of all Noteholders and the Issuing Entity, waive any Event of Default and its consequences. No such waiver will extend to any subsequent or other Event of Default or impair any right consequent thereon. The Indenture Trustee must notify each Hired Rating Agency of any waiver of any Event of Default.

Annual Compliance Statement

The Issuing Entity will be required to file annually with the Indenture Trustee a written statement as to the fulfillment of its obligations under the Indenture.

Satisfaction and Discharge of Indenture and Release of Collateral

Subject to the payment of its fees and expenses pursuant to the Indenture, the Indenture Trustee may, and when required by the provisions of the Indenture will, execute instruments to release property from the lien of the Indenture, or convey the Indenture Trustee’s interest in the same. The Indenture Trustee will be required, at such time as there are no Notes outstanding and all sums due to the Indenture Trustee have been paid to release any remaining portion of the collateral that secured the Notes and the other secured obligations from the lien of the Indenture and release to the Issuing Entity[, the Grantor Trust,] or any other person entitled thereto any funds then on deposit in the designated accounts. Upon [sufficient] notice prior to the redemption date from the Issuing Entity or the Servicer, the Indenture Trustee, based on such notice, will be required to withdraw from the Collection Account and deposit into the Note Distribution Account, on the redemption date, the aggregate redemption price of the Notes, whereupon all such Notes will be due and payable on the redemption date.

The Indenture Trustee will continue to act as Indenture Trustee under the Indenture and the Servicing Agreement for the benefit of Certificateholders until all payments in respect of the certificates have been paid in full.

Statements to Investors

On or prior to each Distribution Date, the Indenture Trustee will make available the related servicer’s statement to the investors detailing information required under the Transaction Documents. Each servicer’s statement that the Indenture Trustee delivers to the investors will include the following information (or such other substantially similar information so long as such information satisfies the requirements of Item 1121 of Regulation AB) regarding the Securities on the related Distribution Date [to the extent such information has been received from the Servicer]:

1. the amount of the distribution(s) allocable to principal;

2. the amount of the distribution(s) allocable to interest;

3. the Pool Balance as of the close of business on the last day of the related Collection Period;

4. the outstanding principal amount of, and the note pool factor for, each class of Notes, after considering all payments reported under (a) above;

5. the amount of the distribution(s) allocable to the Certificateholders [and the outstanding notional amount of the Certificates];

6. the Servicing Strip Amount, Supplemental Servicing Fees and liquidation reimbursements paid for the related Collection Period and the amount of any unpaid Servicing Strip Amount, Supplemental Servicing Fees and liquidation expenses and the change in that amount from the preceding statement;

7. [the Backup Servicing Fee paid for the related Collection Period and the amount of any unpaid Backup Servicing Fee and the change in that amount from the preceding statement;]

8. [the interest rate for the next period for any class or tranche of floating rate notes;]

9. the amount of any related shortfalls in the payment of interest, if any, and the change in that amount from the preceding statement;

10. any amounts paid to the Indenture Trustee, the Owner Trustee[, the Grantor Trust Trustee], the Asset Representations Reviewer or the administrator pursuant to the requirements of the Indenture;

11. the number of Receivables and the related principal balance for which the related obligors are delinquent in making scheduled payments;

12. the aggregate indemnification amounts paid, if any, by the Servicer during the related Collection Period;

13. (i) the number of Receivables extended (computed as the number of whole months extended, or fractions thereof) during the preceding Collection Period, (ii) the aggregate principal balance (as of the beginning of the preceding Collection

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Period) for such Receivables, (iii) the number of all Receivables in the [Issuing Entity] [Grantor Trust] as of the beginning of the preceding Collection Period, (iv) the Pool Balance as of the beginning of the preceding Collection Period and (v) the ratio of (i) over (iii) and the ratio of (ii) over (iv);

14. the balance of the Reserve Account, if any, on that date, after giving effect to changes in the Reserve Account on that date;

15. [the balance of the Class N Reserve Account, if any, on that date, after giving effect to changes in the Class N Reserve Account on that date;]

16. the amount of the distribution(s) payable out of amounts withdrawn from the Reserve Account [and the Reserve Account];

17. [the amount of the distribution(s) payable out of amounts withdrawn from the Class N Reserve Account;]

18. [the [net] amount, if any, of any payments [due][paid] under all interest rate [swaps][caps] (specifying, if applicable, any amounts owing as a result of an early termination date under the Notes);]

19. [the amount, if any, reinvested in additional Receivables during the Revolving Period, if any;]

20. [if applicable, whether the Revolving Period has terminated early due to the occurrence of an early amortization event;]

21. [if applicable, the balance in the Accumulation Account, after giving effect to the changes in the Accumulation Account on that date;]

22. [the Negative Carry Amount, if any, on such Distribution Date;] [if applicable, the balance in the Negative Carry Account, after giving effect to the changes in the Negative Carry Account on that date;]

23. [the balance of the Pre-Funding Account after giving effect to withdrawals to be made on the related Distribution Date;]

24. [delinquency, repossession and loss information on the Receivables for the related Collection Period, and whether the Delinquency Trigger occurred;] and

25. [the number and amount of Receivables at the beginning and end of the related Collection Period, the weighted average annual percentage rate of the Receivables and the weighted average remaining term of the Receivables.

In addition, the following information will also be made available to investors, to the extent applicable:

1. the amount of Receivables with respect to which material breaches of pool asset representations or warranties or transaction covenants have occurred during the related Collection Period;

2. any material modifications, extensions or waivers relating to the terms of or fees, penalties or payments on, pool assets during the Collection Period or that, cumulatively, have become material over time during the related Collection Period;

3. a statement that the administrator has received a communication request from a noteholder interested in communicating with other noteholders regarding the possible exercise of rights under the Transaction Documents, the name and contact information for the requesting noteholder and the date such request was received;

4. information with respect to any change in the Asset Representations Reviewer;

5. a summary of the findings and conclusions of any asset representations review conducted by the Asset Representations Reviewer;

6. the nature and amount of any material change in Carvana’s or an affiliate’s interest in the Securities from their purchase, sale or other disposition;

7. the commencement of an arbitration proceeding relating to a request to repurchase Receivables and instructions for the noteholders to participate in any such proceeding;

8. any voting instructions and procedures relating to a vote to require an asset representations review; and

9. the required asset-level data for the Receivables, which will be filed on Form ABS-EE.

Investors will not receive a separate notification when changes are made to the [Initial or Final] Pool, such as when Receivables are removed from the pool pursuant to the provisions of the Transaction Documents providing for the repurchase of Receivables upon breaches of certain representations or warranties or covenants.

Unless and until Definitive Notes are issued, the Indenture Trustee will make available these reports to Cede & Co., as registered holder of the Notes and the nominee of DTC on the Issuing Entity’s behalf. See “Description of the Notes—Book-Entry Registration.”

If a responsible officer of the Indenture Trustee receives any written notice of a Servicer Termination Event or if the Servicer is terminated or a successor Servicer appointed pursuant to the Servicing Agreement, then the Indenture Trustee will give prompt notice of such event to the Owner Trustee, the Issuing Entity, [the Grantor Trust Trustee, the Grantor Trust,] the Administrator, the Asset Representations Reviewer, the Noteholders and the Certificateholders.

The Indenture Trustee will make available each month to each investors and the Hired Rating Agencies the above information (and certain other documents, reports and information regarding the Notes, the Certificates and the Receivables provided by the Servicer from time to time) via the Indenture Trustee’s internet website with the use of a password provided by the Indenture Trustee. The Indenture Trustee’s internet website will be located at [                ] or at such other address as the Indenture Trustee will notify the investors from time to time. For assistance with regard to this service, you can call the Indenture Trustee’s Corporate Trust Office at [                 ].

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After the end of each calendar year, within the required time period, the Indenture Trustee will furnish to each person who at any time during the calendar year was a noteholder or Certificateholder a statement as to the aggregate amounts of interest and principal paid to the noteholder and any other information as the Depositor deems necessary to enable the noteholder to prepare its tax returns.

Investor Communications

Investors may send a written request to Carvana stating that the investor is interested in communicating with other investors about the possible exercise of rights under the Transaction Documents. The investor should send its request to [insert email address or other address]. The investor must include in its request the method by which other investors should contact it.

The administrator will cause the following information to be included in the Form 10-D related to the reporting Collection Period in which the request was received:

• a statement that the administrator has received a communication request from a noteholder or beneficial owner of Notes;

• the name of the requesting investor;

• the date the request was received;

• a statement that the investor is interested in communicating with the other investors about the possible exercise of rights under the Transaction Documents; and

• a description of the method other investors may use to contact the requesting investor.

The administrator will bear any costs associated with including the above information in the Form 10-D. The requesting investor will pay any costs associated with communicating with other investors, and no other transaction party, including the Issuing Entity, will be responsible for such costs.

If the requesting investor is not the record holder of any Notes and is instead a beneficial owner of Notes, then the request must include (1) a written certification from such investor that it is a beneficial owner of Notes and (2) an additional form of documentation to prove ownership, such as a trade confirmation, an account statement, a letter from a broker or dealer or other similar document. If Definitive Notes are issued and the requesting investor is the record holder of any Notes, no verification procedures will be required.

Establishment of Certain Accounts

The Issuing Entity will establish and maintain the following accounts:

• a Collection Account, in the name of the Indenture Trustee on behalf of the Noteholders and the Certificateholders, into which all payments made on or for the Receivables will be deposited,

• a Note Distribution Account, in the name of the Indenture Trustee on behalf of the Noteholders, in which amounts released from the Collection Account and the Reserve Account for payment to the Noteholders will be deposited and from which all distributions to the Noteholders will be made,

• if the certificates are sold by the Depositor, a Certificate Distribution Account, in the name of the Owner Trustee on behalf of the Certificateholders, in which amounts released from the Collection Account and the Reserve Account for distribution to the Certificateholders will be deposited and from which all distributions to the Certificateholders will be made, [and]

• a Reserve Account, which will be a segregated trust account held by the Indenture Trustee, in which funds will be deposited by the Depositor and from which payments to the Noteholders, the Servicer and, in some cases, the Depositor and the Certificateholders, will be made, [and]

• [a Class N Reserve Account, which will be a segregated trust account held by the Indenture Trustee, in which funds will be deposited by the Depositor and from which payments to the Class N Noteholders and, in some cases, the Depositor, will be made.]

• [Accumulation Account, which will be a segregated trust account held by the Indenture Trustee for the benefit of the Noteholders solely to hold funds to pay to the Depositor for additional Receivables transferred during the Revolving Period,]

• [Pre-Funding Account, which will be a segregated trust account held by the Indenture Trustee for the benefit of the Noteholders solely to hold funds to pay to the Depositor for additional Receivables transferred during the Funding Period,]

• [Negative Carry Account, which will be a segregated trust account held by the Indenture Trustee.]

Funds on deposit in the Certificate Distribution Account will not constitute property of the Issuing Entity available to the Noteholders. Upon and after any distribution to the Certificate Distribution Account of any amounts, the Noteholders will not have any rights in or claims to those amounts.

The Reserve Account will be funded by an initial deposit by the Depositor on the Closing Date in the amount set forth under “Credit Enhancement—Reserve Account” and on each Distribution Date thereafter up to the Specified Reserve Account Balance to the extent of funds available in accordance with clause (12) under “Description of the Notes—Distribution Date Payments.” [The Class N Reserve Account will be funded by an initial deposit by the Depositor on the Closing Date in the amount set forth under “Credit Enhancement—

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Class N Reserve Account” and on each Distribution Date thereafter up to the Specified Class N Reserve Account Balance to the extent of funds available in accordance with clause (15) under “Distribution Date Payments.”] If the amount required to be withdrawn from the Reserve Account [or the Class N Reserve Account] to cover shortfalls in collections on the Receivables exceeds the amount of cash in the Reserve Account [or the Class N Reserve Account], as applicable, a temporary shortfall in the amounts distributed to the Noteholders or Certificateholders could result, which could, in turn, increase the average life of the Notes or the certificates. Investment earnings on funds deposited in the Collection Account, the Reserve Account [and the Class N Reserve Account], net of losses and investment expenses, will be payable to the [Depositor].

The Designated Accounts will be maintained as either of two types of accounts. The first type of account is a segregated account with an eligible institution. Eligible institutions are:

• the corporate trust department of the Indenture Trustee or the Owner Trustee, as applicable, or

• a depository institution organized under the laws of the United States of America or any one of the states thereof or the District of Columbia, or any domestic branch of a foreign bank, as long as that depository institution:

• has either (X) a long-term unsecured debt rating acceptable to the rating agencies hired to rate the Notes or (Y) a short-term unsecured debt rating or certificate of deposit rating acceptable to the rating agencies hired to rate the Notes, and

• has its deposits insured by the FDIC or any successor thereto.

The second type of account is a segregated trust account with the corporate trust department of a depository institution organized under the laws of the United States of America or any one of the states thereof or the District of Columbia, or any domestic branch of a foreign bank. This depository institution must have corporate trust powers and act as trustee for funds deposited in the account and the securities of that depository institution must have a credit rating from each rating agency then rating that institution in one of its generic rating categories which signifies investment grade or such higher rating as required by the rating agencies hired to rate the Notes.

[Pre-Funding Account]

[The Issuing Entity will establish and maintain the Pre-Funding Account in the name of the Indenture Trustee for the benefit of the Noteholders solely to hold funds to pay to the Depositor for additional Receivables transferred during the Funding Period. The duration of the Funding Period will not extend beyond one year after the date of issuance of the Notes and the amount of proceeds deposited into the Pre-Funding Account will not exceed [25]% of the offering proceeds. Any funds on deposit in the Pre-Funding Account and not yet invested in additional Receivables will be invested in eligible investments. Monies on deposit in the Pre-Funding Account will not be available to cover losses on or in respect of the Receivables.

[On the Closing Date, the Pre-Funding Account will be created and the Depositor will make an initial deposit of $[                ], which will equal [                ]% of the aggregate initial principal amount of the Notes. On each subsequent transfer date during the Funding Period (1) an amount equal to [                ]% of the principal balances of all Receivables transferred to the Issuing Entity on such subsequent transfer date will be withdrawn from the Pre-Funding Account and (2) from those funds, an amount equal to the related Reserve Account Subsequent Transfer Deposit will be deposited into the Reserve Account and the remainder will be paid to the Depositor as payment for such additional Receivables. If the balance of funds on deposit in the Pre-Funding Account as of the end of the Funding Period is greater than zero, the Issuing Entity will apply the remaining Pre-Funded Amount to make a mandatory prepayment of the Notes in accordance with the priorities set forth under “Description of the Notes—Payments of Principal.” To the extent required by the rules and regulations of the SEC, information regarding the characteristics of the additional Receivables and the pool assets will be included in a Form 8-K filed by the Issuing Entity upon the transfer of additional Receivables into the Issuing Entity and information regarding distribution and pool performance will be included in a Form 10-D filed by the Issuing Entity for each related Collection Period following such transfer.]

[To the extent funds are deposited into the Pre-Funding Account, the Depositor will be obligated to convey additional Receivables to the Issuing Entity, subject only to the availability of additional Receivables and the satisfaction of certain conditions precedent and the eligibility criteria described under “The Receivables—Criteria Applicable to the Selection of the Receivables” and “ —Criteria Applicable to the Selection of Additional Receivables During the [Funding Period][Revolving Period].” It is expected that the additional Receivables will have an aggregate principal balance approximately equal to the Pre-Funded Amount. In connection with the transfer of additional Receivables, Carvana and the Depositor will represent that the requirements discussed above are satisfied, but there will be no independent verification to confirm such representations. The underwriting criteria for additional Receivables will be substantially the same in all material respects as those for the initial Receivables. If the Pre-Funded Amount is not fully utilized by the end of the Funding Period, the remaining Pre-Funded Amount will be applied to prepay securities.]

[Any conveyance of additional Receivables to the Issuing Entity is subject to the satisfaction of the conditions precedent and conditions subsequent specified in this prospectus. If any of these conditions are not met with respect to any additional Receivables within the time period specified in this prospectus, Carvana and the Depositor will be required to repurchase the additional Receivables from the Issuing Entity. See “Description of the Transaction Documents—Sale and Assignment of Receivables.”]

Eligible Investments generally are limited to obligations or securities that mature no later than the Business Day preceding the next Distribution Date

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Investment of Funds

Funds in the Designated Accounts will be invested in Eligible Investments. “Eligible Investments” generally include obligations of the United States, certain demand deposits, time deposits or certificates of deposit of (subject to certain eligibility requirements) any depository institution or trust company incorporated under the laws of the United States or any state thereof (or any domestic branch of a foreign bank) and subject to supervision and examination by federal or state banking or depository institution authorities; commercial paper having, at the time of the investment or contractual commitment to invest therein, a rating from each of the Hired Rating Agencies rating the Notes in the highest investment category for short-term unsecured debt obligations or certificates of deposit granted thereby; investments in money market or common trust funds having a rating from each of the Hired Rating Agencies rating the Notes in the highest investment category for short-term unsecured debt obligations or certificates of deposit granted thereby; certain bankers’ acceptances issued by any depository institution or trust company and repurchase obligations with respect to any security that is a direct obligation of, or fully guaranteed by, the United States or any agency or instrumentality thereof the obligations of which are backed by the full faith and credit of the United States; and commercial paper master notes having, at the time of the investment or contractual commitment to invest therein, a rating from each of the Hired Rating Agencies rating the Notes in the highest investment category for short-term unsecured debt obligations[; and in any other investment permitted by each of the Hired Rating Agencies rating the Notes]. If [    ] fails to provide a rating for a specified investment, then an equivalent required deposit rating may be obtained from another nationally recognized rating agency.

[Unless otherwise permitted by the rating agencies hired to rate the Notes,] any such Eligible Investments must mature or if such Eligible Investment does not mature, be liquidated not later than the Business Day immediately preceding the next Distribution Date.

The Servicer is entitled to receive all investment earnings (net of losses and investment expenses) on the funds in its concentration accounts prior to remittance of collections to the Collection Account.

The Depositor is entitled to receive all investment earnings (net of losses and investment expenses) on the funds in the Collection Account, the Reserve Account [and the Class N Reserve Account].

Distribution of Reserve Account[s] Following Payment in Full of the Notes

Following payment in full of the Offered Notes [(except for the Class N Notes)] and payment of liabilities of the Issuing Entity in accordance with applicable law, any remaining amounts in the Reserve Account will be distributed to the holders of the certificates. [Following payment in full of the offered Class N Notes, any remaining amount in the Class N Reserve Account will be distributed to the Depositor.]

Replacement of the Indenture Trustee

Under the Indenture, the Indenture Trustee may resign at any time upon notice to the Issuing Entity. Additionally, the Issuing Entity will remove the Indenture Trustee if:

• at any time, the Indenture Trustee will cease to be eligible under the Indenture;

• a court of competent jurisdiction will have entered a decree or order granting relief or appointing a receiver, liquidator, assignee, custodian, trustee, conservator or sequestrator for the Indenture Trustee or for any substantial part of the Indenture Trustee’s property, or ordering the winding-up or liquidation of the Indenture Trustee’s affairs;

• an involuntary case under the federal bankruptcy laws or another present or future federal or state bankruptcy, insolvency or similar law is commenced with respect to the Indenture Trustee;

• the Indenture Trustee commences a voluntary case under any federal or state banking or bankruptcy laws, or consents to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, conservator, sequestrator for the trustee or for any substantial part of the Indenture Trustee’s property, or makes any assignment for the benefit of creditors or fails generally to pay its debts as such debts become due or takes any action in the furtherance of the foregoing; or

• the Indenture Trustee otherwise becomes incapable of acting.

If the Indenture Trustee resigns or is removed, the Issuing Entity will promptly appoint a successor indenture trustee and will promptly transfer all Issuing Entity accounts to an institution that meets the eligibility requirements set forth in the Indenture. Additionally, if the Indenture Trustee ceases to be eligible under the Indenture, any noteholder may petition a court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor indenture trustee. If the Issuing Entity does not appoint a successor indenture trustee within 60 days of the resignation or removal of the Indenture Trustee, the Issuing Entity, the Indenture Trustee or the Requisite Noteholders may petition a court of competent jurisdiction for the appointment of such successor indenture trustee (at the expense of the Issuing Entity).

Amendment of Indenture

The Issuing Entity [, the Grantor Trust] and, upon receipt of an order from the Issuing Entity, the Indenture Trustee, with prior notice to each Hired Rating Agency, but without consent of the Noteholders, may enter into one or more supplemental indentures for any of the following purposes:

• to correct or amplify the description of any property at any time subject to the lien under the Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien under the Indenture;

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• with the consent of the Certificateholders, to subject additional property to the lien under the Indenture;

• to add to the covenants of the Issuing Entity [or the Grantor Trust] for the benefit of the investors or to surrender any right or power conferred upon the Issuing Entity under the Indenture;

• to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee;

• to cure any ambiguity or to correct or supplement any provision in the Indenture or in any supplemental indenture which may be inconsistent with any other provision in any supplemental indenture, any other transaction document or this prospectus used in connection with the initial offer and sale of the Notes;

• to modify, eliminate or add to the provisions of the Indenture in order to comply with the Trust Indenture Act, or

• to evidence and provide for the acceptance of the appointment under the Indenture of a successor or additional indenture trustee with respect to the Notes or any class of Notes and to add to or change any of the provisions of the Indenture as is necessary to facilitate the administration of the trusts thereunder by more than one trustee, pursuant to the requirements of the Indenture.

In addition, the Issuing Entity[, the Grantor Trust,] and, upon receipt of an order from the Issuing Entity, the Indenture Trustee, with prior notice to the Hired Rating Agencies, may enter into one or more supplemental indentures to add provisions to, change in any manner or eliminate any provisions of the Indenture, or modify in any manner the rights of the Noteholders provided that such action will not, as evidenced by an acceptable opinion of counsel, adversely affect in any material respect the interests of any noteholder.

[In each case, no supplemental indenture will be permitted unless, as evidenced by an opinion of counsel, the supplemental indenture would not cause the Issuing Entity to fail to qualify as a grantor trust for federal income tax purposes.]

The Issuing Entity and the Indenture Trustee also may, with prior notice to the Hired Rating Agencies and with the consent of the Requisite Noteholders, enter into a supplemental indenture or indentures subject to limitations described in the Indenture regarding certain fundamental changes.

Notwithstanding the foregoing, without the consent of each noteholder affected thereby, the Issuing Entity and the Indenture Trustee may not change the Class A-1 Note interest rate, the Class A-2[a/b] Note interest rate, the Class A-3 Note interest rate, the Class B Note interest rate, the Class C Note interest rate, the Class D Note interest rate, [or] the Class E Note interest rate [or the Class N Note interest rate] (it being understood that a waiver of any Event of Default by the Requisite Noteholders will not in and of itself be deemed to have any of the foregoing effects) or change the percentage of Notes required to be held by the Requisite Noteholders to consent to any such action.

Asset Representations Review Agreement

The Issuing Entity will enter into the Asset Representations Review Agreement with the Asset Representations Reviewer pursuant to which [                ] will be authorized to act as the Asset Representations Reviewer for the review of the Receivables. [Termination, resignation, removal, and liability provisions to be added based upon agreed upon Asset Representations Review Agreement].

General

The Asset Representations Reviewer will conduct a review of Receivables that are more than [60] days delinquent for their compliance with asset level representations and warranties provided by Carvana and the Depositor upon the satisfaction of each of the following conditions:

• the Delinquency Trigger (as defined below) is met or exceeded, and

• if the Delinquency Trigger is met or exceeded, the Noteholders (including beneficial owners of the Notes) vote to cause a review of the Receivables that are more than [60] days delinquent by:

• at least 5% of Noteholders (other than Carvana and its affiliates), measured by the outstanding principal balance of their respective Notes, demanding a vote to determine if a review should be performed, and

• subject to a 5% voting quorum, at least a majority of Noteholders (other than Carvana and its affiliates), measured by the outstanding principal balance of the Notes of the Noteholders voting, choosing to initiate an asset representations review.

For more information regarding the Asset Representations Reviewer, see “Asset Representations Reviewer.”

Delinquency Trigger

The first condition to a review will be satisfied if the aggregate Principal Balance of all Receivables that are more than [60]-days delinquent, divided by the Pool Balance (in each case, measured as of the end of the related Collection Period) meets or exceeds the Delinquency Trigger. If the Delinquency Trigger is met or exceeded, it will be reported on the Servicer’s monthly report for that month and reported in the Form 10-D for that month.

A Receivable is delinquent when a payment in excess of [10]% of a scheduled payment has not been received by the payment due date as of the end of the [monthly] period (each, a “Delinquent Receivable”). Charged Off Receivables are not considered delinquent and therefore are not included in the Delinquency Trigger calculation.

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The “Delinquency Trigger” will be as follows:

Collection Period	Delinquency Trigger Rate
[1-12]		[	]%
[13-24]		[	]%
[25-36]		[	]%
[37-48]		[	]%
[49+]		[	]%

Carvana derived average monthly delinquency percentages observed from [(i)] its prior comparable securitizations [and [annual or quarterly] vintage pools of comparable credit profiles] [and (ii) due to the limited history of Carvana’s securitization program, delinquency trends of similar assets in comparable securitizations] during the previous [    ] years. [In calculating delinquency percentages observed from its prior [annual and quarterly] vintage pools, Carvana considered a Receivable delinquent [in the same manner discussed above][when a payment in excess of [10]% of a scheduled payment had not been received by the payment due date as of the end of the [monthly] period, excluding Receivables that had been charged-off.] [In reviewing delinquency trends of similar assets in comparable securitizations, Carvana believes the information it reviewed had a sufficiently similar definition of delinquency to make its inclusion in setting the percentages reflected in the Delinquency Trigger meaningful]. [After identifying the highest monthly delinquency rate during such period, Carvana recalculated the monthly delinquency rate based only Receivables with [FICO scores][Deal Scores] that are similar to those of selected for this transaction.] Carvana then used this data to construct a delinquency curve that it believes represents a reasonable expected case delinquency curve for the Receivables over economic cycles. Carvana then applied a multiple of approximately [    ] to the average delinquency percentage observed [at month 12, month 24 and month 36 and a multiple of approximately [    ] at month 48].] By establishing [this multiple] [these multiples] consistent with, or within, the [multiples of] expected cumulative net losses that the Notes are expected to be able to withstand without a loss, Carvana believes that the Delinquency Trigger is an appropriate threshold at the point when investors may benefit from an asset representations review. [The Delinquency Trigger starts at a lower level for the first year and increases in each of the following [three] years of the securitization transaction to reflect the historical shape of the delinquency curve in Carvana’s comparable securitization transactions [and [annual or quarterly] vintage pools][, as well as delinquency curves of similar assets in comparable securitizations]. Carvana believes that a lower Delinquency Trigger early in the term of the securitization transaction is appropriate because delinquencies during the earlier part of the term of the transaction may cause concern about whether the representations regarding the Receivables were true when made and investors may benefit more from an asset representations review earlier in the term of the transaction.]

Information regarding Receivables that are more than [60] days delinquent for Carvana’s prior [comparable] securitized pools [and vintage pools] is included in “Annex I—Static Pool Information.” [For Carvana’s prior pools included therein, the percentage of Receivables that have been more than [60] days delinquent at month 12 have ranged from [    ]% to [    ]%, at month 24 have ranged from [    ]% to [    ]%, at month 36 have ranged from [    ]% to [    ]% and at any later month have ranged from [    ]% to [    ]%. The following chart shows the monthly percentages of Receivables more than [60] days delinquent in Carvana’s prior securitizations [and vintage pools] and the average monthly delinquency rate for these prior securitized pools for the prior [    ] years compared to the Delinquency Trigger.]

[Insert Delinquency Trigger Graph for deal as appropriate]

Voting

Within [90] days of publication that the Delinquency Trigger has been met or exceeded in the statement to investors on Form 10-D, the Noteholders may determine whether [to initiate a vote to determine whether] a review of Receivables that are more than [60] days delinquent should be initiated by the Asset Representations Reviewer. Investors may exercise this right by contacting the [Indenture Trustee]. For the purpose of the vote, Notes held by Carvana or any affiliates thereof, are not included in the calculation of determining whether investors have elected to initiate a vote.

If the requesting investor is the record holder of any Notes, no verification procedures will be required. If the requesting investor is not the record holder of any Notes and is instead a beneficial owner of Notes, the [Indenture Trustee] will require verification in the form of (1) a written certification from the Noteholder that it is a beneficial owner of a specified outstanding principal amount of the Notes and (2) an additional form of documentation, such as a trade confirmation, an account statement, a letter from the broker or dealer or other similar document. If less than 5% of investors by outstanding principal amount of the Notes demand that a review be initiated within [90] days of publication of the Delinquency Trigger being met, no additional vote will be required and no asset representations review will be conducted.

If at least 5% of the Noteholders by outstanding principal amount of the Notes demand that a vote be conducted, the Indenture Trustee will initiate a vote of all the Noteholders by posting a notice through [DTC] and the Issuing Entity will disclose on the Form 10-D related to the Collection Period in which the Noteholders and beneficial owners of Notes demand that a vote be conducted the voting procedures that will be used and how to cast a vote. The Noteholders will be allowed to vote for [150] days after publication that the Delinquency Trigger has been met or exceeded in the monthly report to Noteholders on Form 10-D. If at the end of such [150] day period, at least a majority of the Noteholders by outstanding principal amount of the Notes who have voted choose to approve initiating the asset representations review and at least 5% of the Noteholders by outstanding principal amount of the Notes cast a vote, the Asset Representations Reviewer will be notified to conduct a review as set forth below. [If the requirements of the voting trigger are not met within these time periods, no asset representations review will occur for that occurrence of the Delinquency Trigger.]

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[Regardless of (i) whether a vote to conduct an asset representations review is called and (ii) the result of any such vote that is conducted, a subsequent vote may be called in the same manner and subject to the same conditions described in this section if a Delinquency Trigger is breached again with respect to a future Collection Period.]

The Asset Representations Review Process

Upon the approval of the Noteholders, the Asset Representations Reviewer will conduct its review of all Receivables that are more than [60] days delinquent as of the end of the most recent Collection Period. Upon receiving access to the review materials, the Asset Representations Reviewer will start its review of such Receivables and complete its review within [    ] days after receiving access to all review materials. The review period may be extended by up to an additional [    ] days if the Asset Representations Reviewer detects missing review materials that are subsequently provided or receives additional review materials.

The review will consist of performing specific tests for each applicable asset level representation and each reviewed Receivable and determining whether each test was passed, failed [or was unable to be completed as a result of missing or incomplete review materials]. If a Receivable is paid off, satisfied or repurchased due to a breach of a covenant, representation or warranty, the Asset Representations Reviewer will not review that Receivable.

The tests were designed by Carvana to determine whether a reviewed Receivable was not in compliance with the asset level representations made about it in the Transaction Documents at the relevant time, which is usually at origination of the Receivable, the Cutoff Date, or Closing Date. There may be multiple tests for each representation. The Asset Representations Reviewer will not determine whether any noncompliance with the representations and warranties resulted in breaches of the representations and warranties or whether Carvana or the Depositor would be required to repurchase any Receivables. Additionally, the Asset Representations Reviewer will not determine the reason for the delinquency of any Receivable, the creditworthiness of any obligor, the overall quality of any Receivable or the compliance of the Servicer with its covenants with respect to the servicing of the Receivables. The review is not designed to establish cause, materiality or recourse for any failed test. The review is not designed to determine whether Carvana’s origination, underwriting and purchasing policies and procedures are adequate, reasonable or prudent.

Within [five] Business Days after completion of the review, the Asset Representations Reviewer will provide a report to Carvana, the Depositor, the Issuing Entity, the Servicer and the Indenture Trustee on the test results for each reviewed Receivable and each representation, including any reviewed Receivable for which the tests were considered complete and the related reason. A summary of the Asset Representations Reviewer’s report, including a description of each test that failed, will be included in the Form 10-D for the Collection Period in which such report was provided. The Indenture Trustee will have no obligation to forward the review report to any investor or any other person.

Carvana and the Depositor will evaluate the Asset Representations Reviewer’s report and any repurchase request received from any party to the Transaction Documents, or any Noteholder in order to determine whether a repurchase of a Receivable is required. After reviewing the report, Carvana and the Depositor will determine if there were breaches of representations and warranties, and Carvana and the Depositor will then decide whether to repurchase the Receivable. Except for the Asset Representations Reviewer in connection with an asset representations review, none of the Servicer, [the Backup Servicer,] the Indenture Trustee, the Owner Trustee, [the Grantor Trust Trustee,] or the Asset Representations Reviewer is obligated to investigate the accuracy of the representations and warranties with respect to the Receivables subject to the asset representations review. The Transaction Documents require that any uncured breach of the representations and warranties must materially and adversely affect the interest of the Issuing Entity or investors taken as a whole in the Receivable before Carvana and the Depositor would be required to repurchase such Receivable. Any Noteholder will be entitled to make a repurchase request regarding a breach of the representations and warranties related to a Receivable to the Indenture Trustee. Carvana or the Depositor will report any repurchase request received from a Noteholder, the Indenture Trustee, the Owner Trustee [and the Grantor Trust Trustee], and the disposition of the request, on a Form ABS-15G that will be filed with the SEC. For more information regarding the exercise of rights by the Indenture Trustee, see “ —Indenture.” For the avoidance of doubt, the Indenture Trustee will not be responsible for determining whether any breach of representations or warranty or document defect constitutes a breach or defect, or whether such breach constitutes a material breach or defect.

[Backup Servicing Agreement

The Issuing Entity [and the Grantor Trust] will appoint the Backup Servicer under the Backup Servicing Agreement, dated as of the Closing Date, among the Issuing Entity, [the Grantor Trust,] the Servicer, and the Backup Servicer (the “Backup Servicing Agreement”), to review and recalculate the information related to the Receivables set forth in the monthly servicer report. The Backup Servicer will also be prepared to replace the Servicer in the event the Servicer resigns or is terminated under the terms of the Servicing Agreement. The Backup Servicer is not assuming any obligation to supervise, verify, monitor or administer the performance of the Servicer and has no liability for any action taken or omitted by the Servicer.

If the Servicer is terminated or resigns, the Indenture Trustee will appoint the Backup Servicer as successor servicer. If the Indenture Trustee delivers a notice appointing the Backup Servicer as servicer (a “Transfer Notice”), upon the effectiveness of the appointment (the “Successor Servicer Appointment Effective Date”), the Backup Servicer will perform the functions, duties, obligations, undertakings and responsibilities of the Servicer under the Servicing Agreement as the successor servicer, except to the extent set forth in the Backup Servicing Agreement. Before the Backup Servicer receives a Transfer Notice, the Backup Servicer will only receive

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information related to the Receivables and stand ready to act as successor servicer. Additionally, the Backup Servicer will assume within 30 days after the date a Transfer Notice is delivered by the Indenture Trustee the servicing of the Receivables.

Upon its appointment as successor servicer, the Backup Servicer will be entitled to receive a one-time servicing transfer fee not to exceed $[                ] in the aggregate (including any boarding fees or other expenses payable by the Issuing Entity) as well as the related servicing fee received by the Servicer.

The Backup Servicer may resign under the Backup Servicing Agreement if (A) the performance of the Backup Servicer’s duties under the Backup Servicing Agreement is no longer permissible under applicable law in a manner which would result in a material adverse effect as evidenced by an opinion of counsel delivered to the Issuing Entity [and the Grantor Trust] and (B) the Indenture Trustee, at the direction of the Requisite Noteholders, does not elect to waive the obligations of the Backup Servicer to perform the duties that render the Backup Servicer legally unable to act or allow the Backup Servicer to delegate those duties to another person. The Indenture Trustee, at the direction of the Requisite Noteholders, may terminate the Backup Servicing Agreement following notice to the Backup Servicer and the Hired Rating Agencies in the event of (i) the Backup Servicer admitting in writing its inability to pay its debts, generally as they become due, files an insolvency petition or makes an assignment for the benefit if its creditors or voluntarily suspends payment of its obligations, or (ii) a material breach of the Backup Servicing Agreement by the Backup Servicer which remains uncured for 60 days after notice from the Indenture Trustee. Otherwise, the Backup Servicing Agreement will remain in effect until (x) the payment in full of the Notes, (y) the Backup Servicer becomes the successor servicer or (z) other bankruptcy events with respect to the Backup Servicer.

The Issuing Entity will indemnify and hold harmless the Backup Servicer and its officers, managers, members, employees or agents against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees, and expenses, arising out of or in connection with any third party claims against the Backup Servicer arising out of the Backup Servicing Agreement except to the extent that such indemnified losses are the result of (i) the breach of the Backup Servicing Agreement or any other Transaction Document by the Backup Servicer, (ii) the Backup Servicer’s failure to comply with requirements of federal, state and local laws and regulations, in performing its duties as backup servicer, (iii) the gross negligence, bad faith, or willful misconduct of the Backup Servicer, or (iv) any failure of the representations and warranties made by the Backup Servicer in the Backup Servicing Agreement to be true and correct in all material respects when made.

The Backup Servicer will indemnify and hold harmless each of the Issuing Entity, [the Grantor Trust,] the Indenture Trustee, and the Servicer and their respective shareholders, members, managers, directors, affiliates, assignees, agents, and employees harmless from and against any and all indemnified losses directly arising from gross negligence, bad faith or willful misconduct of the Backup Servicer, the Backup Servicer’s material breach of the Backup Servicing Agreement (including any failure of the Backup Servicer’s representations and warranties to be true and correct in all material respects), the Backup Servicer’s failure to comply with applicable law or its standard operating procedures in performing its duties under the Backup Servicing Agreement or any action or omission of the Backup Servicer that compromises the confidential or security of confidential information.

If the Backup Servicer becomes the successor servicer, from and after the Successor Servicer Appointment Effective Date, the indemnification provisions described under “The Transaction Documents—The Servicing Agreement and Servicing of the Receivables—Limitation on Servicer Liability and Indemnification” will be effective rather than the indemnification provisions described in the prior paragraph (except for a matter that would be subject to indemnification arising prior to such date).

Any amounts payable by the Issuing Entity under the Backup Servicing Agreement will be payable solely from funds available therefore as described under “Distribution Date Payments” and “Distribution Date Payments—Distribution Date Payments After Acceleration of the Notes.”]

Collateral Custodian Agreement

To facilitate the servicing of the Receivables, the Issuing Entity will enter into the Collateral Custodian Agreement with [                ] pursuant to which [                ] will be authorized to act as collateral custodian and to retain physical possession of the tangible records related to the Receivables or, in connection with the e-vault provider, “control” for purposes of the Uniform Commercial Code over the electronic records held by the Issuing Entity and other documents relating thereto as collateral custodian for the Issuing Entity.

Amendment

Each of the Transaction Documents (other than the Indenture) may be amended by the parties thereto without the consent of the Noteholders or Certificateholders:

• to cure any ambiguity,

• to correct or supplement any provision of those agreements that may be defective or inconsistent with any other provision of those agreements, or in any other related document, or with any description thereof in this Prospectus,

• [to add to the covenants, restrictions or obligations of the Depositor, the Indenture Trustee, the Owner Trustee, [the Grantor Trust Trustee] or the Servicer,]

• to add, change or eliminate any other provisions of those agreements in any manner that will not, as evidenced by an opinion of counsel, materially and adversely affect the interests of the Noteholders or the Certificateholders, or

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• the Rating Agency Condition is satisfied with respect to such amendment and the Depositor or the Servicer notifies the Indenture Trustee in writing that the Rating Agency Condition is satisfied with respect to such amendment.

Additionally, each of the Transaction Documents (other than the Indenture) may also be amended to the extent applicable, to add or supplement any credit, liquidity or other enhancement arrangement for the benefit of the Noteholders of any class or the Certificateholders (provided that if any such addition would affect any class of Noteholders differently from any other class of Noteholders, then such addition will not, as evidenced by an opinion of counsel, adversely affect in any material respect the interests of any class of Noteholders)[, and provided that in the case of this paragraph, the consent of the Certificateholders will be required].

Each of the Transaction Documents (other than the Indenture) may also be amended by the parties thereto with the consent of the Requisite Noteholders for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the agreement or of modifying in any manner the rights of the Noteholders or Certificateholders. No amendment may:

• increase or reduce the interest rate or principal amount of any note or change the Final Scheduled Distribution Date of any note or distributions on the certificates without the consent of the holder thereof, any interest rate, the Specified Reserve Account Balance [or the Specified Class N Reserve Account Balance], or

• reduce the percentage required of Noteholders or Certificateholders to consent to any amendment without the consent of all of the Noteholders or Certificateholders, as the case may be.

[An opinion of counsel must be delivered to the effect that any amendment would not cause the Issuing Entity to fail to qualify as a grantor trust for federal income tax purposes.] The Hired Rating Agencies will be provided notification of the substance of any such amendment prior to the execution of any such amendment.

[Additionally, such amendment will not materially and adversely affect the rights and obligations of the [Swap][Cap] Counterparty, unless the [Swap][Cap] Counterparty consents in writing to such amendment.]

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TRANSACTION FEES AND EXPENSES

Asset Representations Reviewer Annual Fee	$[    ] per annum plus reasonable expenses
Asset Representations Review Fee	$[    ] per receivable
[Servicing Strip Amount	An amount equal to the product of (i) [    ]% of the Pool Balance as of the first day of that Collection Period (or, in the case of the first Distribution Date, the Pool Balance as of [                ], 20[    ]) times (ii) a fraction equal to 1/12]
Servicing Fee	[The amount set forth in the Servicing Agreement subject to a cap equal to the Servicing Strip Amount] [An amount equal to the product of [    ]% of the Pool Balance as of the first day of that Collection Period (or in the case of the first Distribution Date, the Pool Balance as of [                ], 20[    ]) times (ii) a fraction equal to 1/12]
[Backup Servicing Fee	$[    ] per month plus reasonable expenses (or, in the case of the first Distribution Date, $[    ])]
Indenture Trustee	$[    ] per annum plus reasonable expenses
[Collateral Custodian Fee	At least $[    ] per annum plus reasonable expenses]
Owner Trustee Fee	$[    ] per annum plus reasonable expenses for each [    ] Distribution Date starting in [    ] 20[    ]
[Owner Trustee Certificate Administration (Tax) Fee	Up to $[    ] per annum plus reasonable expenses for each [    ] Distribution Date starting in [    ] 20[    ]]
[Grantor Trust Trustee Fee	$[    ] per annum plus reasonable expenses for each [    ] Distribution Date starting in [    ] 20[    ]]
Administrator Fee	$[    ] per annum plus reasonable expenses
[Hired Rating Agency Annual Surveillance Fees	$[    ] per annum for each [    ] Distribution Date starting in [    ] 20[    ]]
[Monoline Insurer Fee]	[$[    ] per annum]

The [Servicing Strip Amount][Servicing Fee] will be paid out of Available Funds on each Distribution Date. [The Servicing Strip Amount will cover the Servicing Fee owed by the Issuing Entity to the Servicer pursuant to the Servicing Agreement.] In addition, with respect to any Charged-Off Receivable and the related financed vehicle, the Servicer will be entitled to reimbursement for reasonable out-of-pocket expenses (exclusive of overhead) incurred by the Servicer with respect to the collection, repossession, enforcement, disposition and liquidation of a Receivable. Further, the Servicer will also be entitled to receive or retain, as applicable, Supplemental Servicing Fees, which include any late fees, insufficient funds fees and other administrative fees and expenses or similar charges collected with respect to the Receivables, and investment earnings on the Servicer’s concentration accounts prior to such collection funds being transferred to the Collection Account. These Supplemental Servicing Fees, investment earnings and liquidation expenses are not paid out of the [Servicing Strip Amount][Servicing Fee]. Supplemental Servicing Fees do not constitute Available Funds, and liquidation expenses reduce the amount of Available Funds available to be distributed on each Distribution Date. [Any amounts payable by the Issuing Entity under the Backup Servicing Agreement will be payable solely from funds available therefore as described under “Summary—Priority of Distributions (Pre-Acceleration).” If the Backup Servicer assumes the role of servicer, the Backup Servicer will be entitled to be paid out of collections for reimbursement of expenses incurred in assuming the role of successor servicer.] [To the extent not paid by the administrator or the Sponsor,] each of the Indenture Trustee, the Owner Trustee, [the Grantor Trust Trustee,] the Asset Representations Reviewer, the administrator, the Collateral Custodian and the Hired Rating Agencies will be entitled to be paid out of Available Funds for any unpaid fees, expenses and indemnity amounts due to each of the Indenture Trustee, the Owner Trustee, [the Grantor Trust Trustee,] the Asset Representations Reviewer, the administrator, the Collateral Custodian and the Hired Rating Agencies.

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CERTAIN REGULATORY CONSIDERATIONS

Certain Bankruptcy Considerations

The Depositor has been created as a separate, limited-purpose subsidiary pursuant to a limited liability company agreement containing various limitations. These limitations include restrictions on the nature of the Depositor’s business and a restriction on the Depositor’s ability to commence a voluntary case or proceeding under the United States Bankruptcy Code or similar applicable state laws without the unanimous affirmative vote of all of its directors. At any time that any certificates, notes or other securities of any subsidiary of the Depositor or any other indebtedness, liability or obligation of the Depositor is outstanding, the Depositor is required to have at least one director who qualifies under its limited liability company agreement as an “Independent Director.” If, notwithstanding the foregoing measures, a court concluded that the assets and liabilities of the Depositor should be consolidated with the assets and liabilities of Carvana in the event of the application of the federal bankruptcy laws to Carvana, a filing were made under the United States Bankruptcy Code or similar applicable state laws by or against the Depositor, or an attempt were made to litigate the issue of substantive consolidation with respect to the Depositor and Carvana, then delays in distributions on the Notes, and possible reductions in the amount of these distributions, could occur. See also “Risk Factors—Risks Related to the Transaction Parties—Bankruptcy or insolvency of Carvana could adversely affect the performance, liquidity and market value of the Notes.”

The Dodd-Frank Act

Orderly Liquidation Authority. The Dodd-Frank Act established Orderly Liquidation Authority (“OLA”), under which the FDIC is authorized to act as receiver of a non-bank financial company and its subsidiaries. OLA differs from the Bankruptcy Code in several respects. In addition, because the legislation remains subject to clarification through FDIC regulations and has yet to be applied by the FDIC in any receivership, it is unclear what impact these provisions will have on any particular company, including Carvana, the Depositor, the Issuing Entity [or the Grantor Trust], or such company’s creditors.

Potential Applicability to Carvana, the Depositor, the Issuing Entity [and the Grantor Trust]. There is uncertainty about which companies will be subject to OLA rather than the Bankruptcy Code. For a company to become subject to OLA, the Secretary of the Treasury (in consultation with the President of the United States) must determine that:

• the company is in default or in danger of default;

• the failure of the company and its resolution under the Bankruptcy Code would have serious adverse effects on financial stability in the United States;

• no viable private sector alternative is available to prevent the default of the company; and

• an OLA proceeding would mitigate these effects.

There can be no assurance that the OLA provisions would not be applied to Carvana, although we expect that OLA will be used only very rarely. The Depositor, the Issuing Entity [or the Grantor Trust] could, under certain circumstances, also be subject to OLA.

FDIC’s Avoidance Power Under OLA. The provisions of OLA relating to preferential transfers differ from those of the Bankruptcy Code. If Carvana were to become subject to OLA, there is an interpretation under OLA that previous transfers of Receivables by Carvana perfected for purposes of state law and the Bankruptcy Code could nevertheless be avoided as preferential transfers, with the result that the Receivables securing the Notes could be reclaimed by the FDIC and Noteholders may have only an unsecured claim against Carvana.

In December 2010, the Acting General Counsel of the FDIC issued an advisory opinion which concludes that the treatment of preferential transfers under OLA was intended to be consistent with, and should be interpreted in a manner consistent with, the related provisions under the Bankruptcy Code. On July 6, 2011, the FDIC adopted a final regulation which, among other things, codifies the advisory opinion. This final regulation went into effect on August 15, 2011. Based on the advisory opinion and this regulation, the transfer of Receivables by Carvana to the Depositor (so long as such transfer has been perfected by the filing of a UCC financing statement) should not be avoidable by the FDIC as a preference under OLA.

FDIC’s Repudiation Power Under OLA. If the FDIC is appointed receiver of a company under OLA, the FDIC would have the power to repudiate any contract to which the company was a party, if the FDIC determined that performance of the contract was burdensome and that repudiation would promote the orderly administration of the company’s affairs.

In January 2011, the Acting General Counsel of the FDIC issued an advisory opinion confirming:

• that nothing in the Dodd-Frank Act changes the existing law governing the separate existence of separate entities under other applicable law, or changes the enforceability of standard contractual provisions meant to foster the bankruptcy-remote treatment of special purpose entities such as the Depositor[,] [and] the Issuing Entity[, and the Grantor Trust]; and

• that, until the FDIC adopts a regulation addressing the application of the FDIC’s powers of repudiation under OLA, the FDIC will not exercise its repudiation authority to reclaim, recover or recharacterize as property of a company in receivership or the receivership assets transferred by that company prior to the end of the applicable transition period of any such future regulation, provided that such transfer satisfies the conditions for the exclusion of such assets from the property of the estate of that company under the Bankruptcy Code.

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Carvana and the Depositor intend that the sale of the Receivables by Carvana to the Depositor will constitute a “true sale” between separate legal entities under applicable state law. As a result, Carvana believes that the FDIC would not be able to recover the Receivables using its repudiation power.

The advisory opinion does not bind the FDIC and could be modified or withdrawn in the future. There can be no assurance that future regulations or subsequent FDIC actions in an OLA proceeding involving Carvana, the Depositor, the Issuing Entity [or the Grantor Trust] would not be contrary to this opinion.

Regardless of whether the sale of the Receivables by Carvana to the Depositor, is respected as a legal true sale, as receiver for Carvana, the FDIC could, among other things:

• require the [Issuing Entity] [Grantor Trust], as assignee of Carvana, the Depositor [and the Issuing Entity], to go through an administrative claims procedure to establish its rights to payments collected on the Receivables;

• if the [Issuing Entity] [Grantor Trust] were a covered subsidiary, require the Indenture Trustee to go through an administrative claims procedure to establish its rights to payment on the Notes;

• request a stay of legal proceedings to liquidate claims or otherwise enforce contractual and legal remedies against Carvana or a covered subsidiary, including the Issuing Entity; or

• if the [Issuing Entity] [Grantor Trust] were a covered subsidiary, assert that the Indenture Trustee was subject to a 90-day stay on its ability to liquidate claims or otherwise enforce contractual and legal remedies against the Issuing Entity.

If the FDIC, as receiver for Carvana, the Depositor, the Issuing Entity [or the Grantor Trust], were to take any of the actions described above, payments on the Notes would be delayed and may be reduced.

If the [Issuing Entity] [Grantor Trust] were placed in receivership under OLA, the FDIC would have the power to repudiate the Notes. In that case, the FDIC would be required to pay compensatory damages that are no less than the principal amount of the Notes plus accrued interest as of the date the FDIC was appointed receiver and, to the extent that the value of the property that secured the Notes is greater than the principal amount of the Notes and any accrued interest through the date of repudiation or disaffirmance, such accrued interest.

Consumer Protection Laws

Numerous federal and state consumer protection laws and related regulations impose substantial requirements upon creditors and servicers involved in consumer finance. These laws include the Truth-in-Lending Act, the Equal Credit Opportunity Act, the Federal Trade Commission Act, the Fair Credit Reporting Act, the Fair Debt Collection Practices Act, the Magnuson-Moss Warranty Act, the CFPB’s Regulations B and Z, the Servicemembers Civil Relief Act, the Telephone Consumer Protection Act, state adoptions of the National Consumer Act and of the Uniform Consumer Credit Code and state motor vehicle retail installment sale acts and other similar laws. Also, the laws of some states impose finance charge ceilings and other restrictions on consumer transactions and require contract disclosures in addition to those required under federal law. These requirements impose specific statutory liabilities upon creditors who fail to comply with their provisions. In some cases, this liability could affect the ability of an assignee such as the Indenture Trustee to enforce consumer finance contracts such as the Receivables.

The so-called “Holder-in-Due-Course Rule” of the Federal Trade Commission has the effect of subjecting a seller, and certain related lenders and their assignees, in a consumer credit transaction to all claims and defenses which the obligor in the transaction could assert against the seller of the goods. Liability under the Holder-in-Due-Course Rule is limited to the amounts paid by the obligor under the contract, and the holder of the contract may also be unable to collect any balance remaining due thereunder from the obligor. The Holder-in-Due-Course Rule is generally duplicated by the Uniform Consumer Credit Code, other state statutes or the common law in certain states.

Most of the Receivables will be subject to the requirements of the Holder-in-Due-Course Rule. Accordingly, the [Issuing Entity] [Grantor Trust], as holder of the Receivables, will be subject to any claims or defenses that the purchaser of a financed vehicle may assert against the seller of the financed vehicle. Such claims are limited to a maximum liability equal to the amounts paid by the obligor on the Receivable.

If an obligor were successful in asserting any such claim or defense as described above, such claim or defense would constitute a breach of a representation and warranty under the Receivables Purchase Agreement, and would create an obligation of Carvana to repurchase the Receivable from the Depositor unless the breach were cured in all material respects.

Courts have applied general equitable principles to secured parties pursuing repossession or litigation involving deficiency balances. These equitable principles may have the effect of relieving an obligor from some or all of the legal consequences of a default.

In several cases, consumers have asserted that the self-help remedies of secured parties under the UCC and related laws violate the due process protection of the Fourteenth Amendment to the Constitution of the United States. Courts have generally either upheld the notice provisions of the UCC and related laws as reasonable or have found that the creditor’s repossession and resale do not involve sufficient state action to afford constitutional protection to consumers.

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Carvana will represent and warrant to the Depositor in the Receivables Purchase Agreement that, to its knowledge, each Receivable complies as of the Closing Date in all material respects with all requirements of law. If an obligor has a claim against the [Issuing Entity] [Grantor Trust] for violation of any law and any claim that materially and adversely affects the interests of the investors, taken as a whole, and that violation is not cured, Carvana would be required to repurchase the Receivable from the Depositor.

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CERTAIN MATERIAL FEDERAL INCOME TAX CONSEQUENCES

Qualifications on Opinion of Tax Counsel

The following summary is based upon current provisions of the Internal Revenue Code of 1986, as amended (the “Code”), United Sates Department of the Treasury regulations (“Treasury Regulations”) promulgated thereunder and judicial or ruling authority, all of which are subject to change, which change may be retroactive. The Issuing Entity will be provided with an opinion of Kirkland & Ellis, LLP, as Tax Counsel, regarding certain U.S. federal income tax matters discussed below. A legal opinion, however, is not binding on the IRS or the courts. No ruling on any of the issues discussed below will be sought from the Internal Revenue Service (“IRS”). Moreover, there are no cases or IRS rulings on similar transactions involving both debt and equity interests issued by a trust with terms similar to those of the Securities. As a result, the IRS may disagree with all or a part of the discussion below. Furthermore, legislative, judicial or administrative changes may occur, perhaps with retroactive effect, which could affect the accuracy of the statements and conclusions set forth in this prospectus as well as the tax consequences to Noteholders. Prospective investors should consult their own tax advisors in determining the U.S. federal, state, local, foreign and any other tax consequences to them of the purchase, ownership and disposition of the Offered Notes.

The following discussion does not purport to deal with all aspects of federal income taxation that may be relevant to the Noteholders in light of their personal investment circumstances nor, except for limited discussions of particular topics, to holders subject to special treatment under the federal income tax laws, e.g., financial institutions, broker-dealers, life insurance companies, regulated investment companies, tax-exempt organizations, holders whose functional currency is not the United States dollar, an accrual method taxpayer subject to special tax accounting rules as a result of its use of financial statements, holders that hold the Offered Notes as part of a conversion transaction, hedge or hedging transaction, straddle, synthetic security or other integrated transaction for U.S. federal income tax purposes, and traders in securities that have elected to use the mark-to-market method of accounting for their securities. This information is directed to prospective purchasers who purchase Offered Notes in the initial distribution thereof, who are citizens or residents of the U.S., including domestic corporations and partnerships, and who hold the Offered Notes as “capital assets” within the meaning of Section 1221 of the Code. The Depositor strongly recommends that prospective investors consult with their tax advisors as to the federal, state, local, foreign and any other tax considerations to them of the purchase, ownership and disposition of the Offered Notes. The following discussion does not purport to furnish information in the level of detail or with the attention to a prospective investor’s specific tax circumstances that would be provided by a prospective investor’s own tax advisor.

If a partnership (including for this purpose any entity treated as a partnership for U.S. federal income tax purposes) is a beneficial owner of Offered Notes, the treatment of a partner in the partnership will generally depend upon the status of the partner and upon the activities of the partnership. A Noteholder that is a partnership and partners in such partnership are encouraged to consult their tax advisors about the U.S. federal income tax consequences of holding and disposing of its Offered Notes.

Tax Characterization of the Issuing Entity

Upon the issuance of the Offered Notes and based on customary assumptions included in its opinion, Kirkland & Ellis LLP, will deliver its opinion on the Closing Date to the effect that under then-existing law and assuming compliance by Carvana, the Depositor, the Issuing Entity, [the Grantor Trust,] the Indenture Trustee, the Owner Trustee, [the Grantor Trust Trustee,] the Servicer, the Backup Servicer, and any other parties to the transaction with all provisions of the Indenture, the Trust Agreement, [the Grantor Trust Agreement,] and the other Transaction Documents, relying and contingent upon the delivery of certain representations (or deemed representations) and covenants of the transaction participants and the beneficial owners of the Securities, and although no transaction closely comparable to that contemplated herein has been the subject of any Treasury Regulations, revenue ruling or judicial decision, (a) the Issuing Entity will not be taxable as an association (or publicly traded partnership) taxable as a corporation for U.S. federal income tax purposes; [(b) the Issuing Entity should be treated as a “grantor trust” within the meaning of subtitle A, Chapter 1, subchapter J, Part I, subpart E of the Code for U.S. federal income tax purposes; (c) the Grantor Trust will be treated as a “grantor trust” within the meaning of subtitle A, Chapter 1, subchapter J, Part I, subpart E of the Code for U.S. federal income tax purposes;] and (d) the activities of the Issuing Entity should not cause it to be considered to be engaged in a United States trade or business. Therefore, [neither] the Issuing Entity [nor the Grantor Trust itself] will be subject to tax for U.S. federal income tax purposes. Opinions of counsel are not binding on the IRS or courts and are based on certain assumptions, representations and covenants, and there cannot be any assurance that the IRS will not challenge any opinions, or that courts will not uphold any challenge by the IRS. If the Issuing Entity were an association taxable as a corporation for U.S. federal income tax purposes, it would have to pay corporate income tax. Any corporate income tax could materially reduce or eliminate cash that would otherwise be distributable with respect to the Offered Notes and the interests treated as equity for tax purposes.

Under the Code, if the Issuing Entity is classified as a partnership for federal income tax purposes, unless the partnership elects otherwise, taxes arising from audit adjustments are required to be paid by the partnership rather than by its partners or members. The parties responsible for the tax administration of the Issuing Entity will have the authority to utilize, and intend to utilize, the exceptions available under these provisions (including Treasury Regulations promulgated thereunder) so that the persons treated as the Issuing Entity’s partners, to the fullest extent possible, rather than the Issuing Entity itself, will be liable for any taxes arising from audit adjustments to the Issuing Entity’s taxable income if the Issuing Entity is treated as a partnership. Prospective purchasers are urged to consult with their tax advisors regarding the possible effect of these rules. To the extent that the Issuing Entity is liable for any taxes arising from

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audit adjustments to the Issuing Entity’s taxable income if the Issuing Entity is treated as a partnership, the persons treated as the Issuing Entity’s partners are contractually obligated to reimburse the Issuing Entity in full for the amount paid by the Issuing Entity in respect of such tax liability.

[The Issuing Entity is treating the Grantor Trust, which owns the Receivables, as a “grantor trust” for U.S. federal income tax purposes where beneficial ownership of the Grantor Trust is reflected in book entry system. As a result of this grantor trust arrangement, the payments made by the Grantor Trust to the Issuing Entity are considered to be made on interests that are in registered form for purposes of applying the portfolio interest rules. Consequently, subject to the discussion herein, if an offered note issued by the Issuing Entity is held by a nonresident alien, foreign corporation or other person that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code (a “Foreign Person”), that noteholder will generally not be subject to withholding tax on the gross interest received by the Issuing Entity from the Grantor Trust. Moreover, subject to the discussion herein, if an offered note issued by the Issuing Entity held by a Foreign Person is recharacterized as equity of the Issuing Entity for income tax purposes, that noteholder will generally not be subject to withholding tax on its distributive share of the gross interest received by the Issuing Entity from the Grantor Trust. In such a situation, if the Grantor Trust itself were to not be treated as a grantor trust for federal income tax purposes, the distributive share of gross interest received by the Issuing Entity (i.e., interest received on the Receivables unreduced by interest expense or other expense of the Issuing Entity) from the Receivables may be subject to a 30% withholding tax if such noteholder is a Foreign Person. This would have an adverse impact on the holders of the Offered Notes and the Offered Notes issued by the Issuing Entity.]

The Offered Notes

The following discussion of the material federal income tax consequences of the purchase, ownership and disposition of the Offered Notes [except for any Offered Notes which is specifically identified as receiving different tax treatment in the accompanying supplement], to the extent it relates to matters of law or legal conclusions with respect thereto, represents the opinion of Tax Counsel with respect to the related Notes on the material matters associated with those consequences, subject to the qualifications set forth in this prospectus [and the accompanying supplement].

Characterization as Indebtedness. Upon the issuance of the Offered Notes and based on customary assumptions included in its opinion, Tax Counsel will deliver its opinion on the Closing Date to the effect that under then-existing law and assuming compliance by Carvana, the Depositor, the Issuing Entity, [the Grantor Trust,] the Servicer, [the Backup Servicer,] the Indenture Trustee, the Owner Trustee, the Grantor Trust Trustee, and any other parties to the transaction with all provisions of the Indenture, the Trust Agreement, [the Grantor Trust Agreement,] and the other Transaction Documents, relying and contingent upon the delivery of certain representations concerning payment projections related to the Receivables and the Notes, although no transaction closely comparable to that contemplated herein has been the subject of any Treasury Regulations, revenue ruling or judicial decision, the Class A Notes, the Class B Notes the Class C Notes and Class D Notes will, [and the Class E Notes and the Class N Notes should], be characterized as indebtedness for U.S. federal income tax purposes to the extent the Notes are treated as beneficially owned by a person other than the beneficial owner of the Certificates or its affiliates for such purposes.

Stated Interest. The stated interest on the Notes that constitutes “qualified stated interest” will be taxable to a noteholder that is a “United States person” within the meaning of Section 7701(a)(30) of the Code (“U.S. Holder”) as ordinary interest income when received or accrued in accordance with the U.S. Holder’s method of tax accounting for U.S. federal income tax purposes.

Original Issue Discount. The Offered Notes offered hereunder may be issued with more than a de minimis amount of OID. In general, original issue discount (“OID”) is the excess of the stated redemption price at maturity of a debt instrument over its issue price, unless that excess falls within a statutorily defined de minimis exception. A Note’s stated redemption price at maturity is the aggregate of all payments required to be made under the Note through maturity except qualified stated interest. Qualified stated interest is generally interest that is unconditionally payable in cash or property, other than debt instruments of the Issuing Entity, at fixed intervals of one year or less during the entire term of the instrument at specified rates. Unconditionally payable means that reasonable legal remedies exist to compel timely payment or that the terms of the instrument make late payment or non-payment sufficiently remote. The Issuing Entity intends to treat for OID reporting purposes the potential that interest could be deferred on the Class B Notes, the Class C Notes, the Class D Notes [, the Class E Notes and the Class N Notes] as sufficiently remote for purposes of the OID rules so as to not cause the stated interest on those Offered Notes to fail to qualify as qualified stated interest.

The issue price will be the first price at which a substantial amount of Offered Notes are sold, excluding sales to bond holders, brokers or similar persons acting as underwriters, placement agents or wholesalers. If an offered note were treated as being issued with more than a de minimis amount of OID, a U.S. Holder would be required to include OID in income as interest over the term of the Note under a constant yield method using a reasonable prepayment assumption pursuant to Section 1272(a)(6) of the Code. In general, OID must be included in income in advance of the receipt of cash representing that income. Thus, each cash payment would be treated as an amount already included in income, to the extent OID has accrued as of the date of the interest payment and is not allocated to prior payments, or as a repayment of principal. If any stated interest were required to be accrued under the OID rules, this treatment would have no significant effect on U.S. Holders using the accrual method of accounting (except to require the accrual of any discount to par on the Offered Notes). However, cash method U.S. Holders would be required to report such stated interest income on the Offered Notes in advance of the receipt of cash attributable to that income. Even if an offered note was issued at a discount falling within the de minimis exception to the OID accrual rules, the U.S. Holder must include that discount in income (as gain on sale) proportionately as principal payments are made on that Note. Prospective investors should consult their tax advisors as to the operation of these rules.

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Market Discount. Whether or not the Offered Notes are issued with OID, a subsequent purchaser, that is, a purchaser who acquires an offered note at a sufficient discount to its issue price will be subject to the “Market Discount Rules” of Sections 1276 through 1278 of the Code. In general, these rules provide that if the noteholder purchases the Note at a market discount, which is a discount from its original issue price plus any accrued OID that exceeds a de minimis amount specified in the Code, and thereafter recognizes gain upon a disposition or receives a principal payment, the lesser of:

• the gain or the principal payment; or

• the accrued market discount not previously included in income will be taxed as ordinary income.

Generally, the accrued market discount for each interest accrual period will be the total market discount, not previously included in income, on the Offered Notes multiplied by a fraction, the numerator of which is the interest or OID, if the Note was issued with more than de minimis OID, for such period and the denominator of which is the total interest or OID from the beginning of such period to the Final Scheduled Distribution Date of the Note. The noteholder may elect, however, to determine accrued market discount under the constant yield method. The adjusted basis of an offered note subject to the election will be increased to reflect market discount included in gross income, thereby reducing any gain or increasing any loss on a subsequent sale or taxable disposition. Noteholders are encouraged to consult with their own tax advisors as to the effect of making this election.

Limitations imposed by the Code, which are intended to match deductions with the taxation of income, may defer deductions for interest on indebtedness incurred or continued, or short-sale expenses incurred, to purchase or carry an offered note with accrued market discount. A noteholder who elects to include market discount in gross income as it accrues, however, is exempt from this rule.

Notwithstanding the above rules, market discount on an offered note will be considered to be zero if it is less than a de minimis amount, which is 0.25% of the stated redemption price of the Note at maturity multiplied by its expected remaining life. If market discount is de minimis, the actual amount of discount must be allocated to the remaining principal distributions on the Note, and when the distribution is received, capital gain will be recognized equal to discount allocated to the distribution.

Short Term Note. It is possible that certain Offered Notes will be treated as “Short-Term Notes,” which have a fixed maturity date not more than one year from the issue date. A holder of a Short-Term Note will generally not be required to include OID on the Short-Term Note in income as it accrues, provided the holder of an offered note is not an accrual method taxpayer, a bank, a broker or dealer that holds an offered note as inventory, a regulated investment company or common trust fund, or the beneficial owner of pass-through entities specified in the Code, or provided the holder does not hold the instrument as part of a hedging transaction, or as a stripped bond or stripped coupon. Instead, the holder of a Short-Term Note would include the OID accrued on an offered note in gross income upon a sale or exchange of an offered note or at maturity, or if an offered note is payable in installments, as principal is paid thereon. A holder of a Short-Term Note would be required to defer deductions for any interest expense on an obligation incurred to purchase or carry an offered note to the extent it exceeds the sum of the interest income, if any, and OID accrued on an offered note. However, a holder may elect to include OID in income as it accrues on all obligations having a maturity of one year or less held by the holder in that taxable year or thereafter, in which case the deferral rule of the preceding sentence will not apply. For purposes of this paragraph, OID accrues on a Short-Term Note on a ratable, straight-line basis, unless the holder irrevocably elects, under regulations to be issued by the Treasury Department, to apply a constant interest method to such obligation, using the holder’s yield to maturity and daily compounding.

Amortizable Bond Premium. In general, if a noteholder purchases an offered note at a premium (that is, an amount in excess of the amount payable upon the maturity thereof), such noteholder will be considered to have purchased such Note with “amortizable bond premium” equal to the amount of such excess. The noteholder may elect to amortize such bond premium as an offset to interest income and not as a separate deduction item as it accrues under a constant yield method over the remaining term of the Note. Such noteholder’s tax basis in the Note will be reduced by the amount of the amortized bond premium. Any such election, properly made, will apply to all debt instruments (other than instruments the interest on which is excludible from gross income) held by the noteholder at the beginning of the first taxable year for which the election applies or thereafter acquired and is irrevocable without the consent of the IRS. Bond premium on an offered note held by a noteholder who does not elect to amortize the premium will remain a part of such noteholder’s tax basis in such Note and will decrease the gain or increase the loss otherwise recognized on a sale or other taxable disposition of the Note.

Net Investment Income. A tax of 3.8% is generally imposed on the “net investment income” of certain individuals, trusts and estates for taxable years beginning after December 31, 2012. Among other items, net investment income generally includes gross income from interest and net gain attributable to the disposition of certain property, less certain deductions. United States holders should consult their own tax advisors regarding the possible implications of this legislation in their particular circumstances.

Election to Treat All Interest as Original Issue Discount. A noteholder may elect to include in gross income all interest that accrues on an offered note using a constant yield method. For purposes of this election, interest includes stated interest, OID, de minimis OID, market discount, de minimis market discount and unstated interest, as adjusted by any amortizable bond premium or acquisition premium. In applying the constant yield method to an offered note with respect to which this election has been made, the issue price of the Note will equal the electing noteholder’s adjusted basis in the Note immediately after its acquisition, the issue date of the Note will be the date of its acquisition by the electing noteholder, and no payments on the Note will be treated as payments of qualified stated interest. This election, if made, may not be revoked without the consent of the IRS. Noteholders are encouraged to consult with their own tax advisors as to the effect of making this election in light of their individual circumstances.

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Disposition of Notes. If a noteholder sells an offered note, the noteholder will recognize gain or loss in an amount equal to the difference between the amount realized on the sale and the noteholder’s adjusted tax basis in the Note. The adjusted tax basis of the Note to a particular noteholder will equal the noteholder’s cost for the Note, increased by any OID and market discount previously included by the noteholder in income from the Note and decreased by any bond premium previously amortized and any principal payments previously received by the noteholder on the Note. Any gain or loss will be capital gain or loss if the Note was held as a capital asset, except for gain representing accrued interest or accrued market discount not previously included in income. Capital gain or loss will be long-term if the Note was held by the holder for more than one year and otherwise will generally be short-term. However, a three year holding period applies for long-term capital gain purposes to certain indirect holders who received their interest in the entity holding the Offered Notes in connection with substantial services. Any capital losses realized generally may be used by a corporate taxpayer only to offset capital gains, and by an individual taxpayer only to the extent of capital gains plus $3,000 of other income.

Backup Withholding and Information Reporting

Each noteholder, other than an exempt holder such as a corporation, tax-exempt organization, qualified pension and profit-sharing trust, individual retirement account or nonresident alien who provides certification as to status as a nonresident, will be required to provide, under penalties of perjury, a certificate containing the holder’s name, address, correct federal taxpayer identification number and a statement that the holder is not subject to backup withholding. Should a nonexempt noteholder fail to provide the required certification, the Issuing Entity will be required to withhold the required amount (currently at a rate of 24%) otherwise payable to the holder and remit the withheld amount to the IRS as a credit against the holder’s federal income tax liability.

Backup withholding is not an additional tax. Any amounts deducted and withheld from a payment should be allowed as a credit against your federal income tax. Furthermore, certain penalties may be imposed by the IRS on a recipient of payments that is required to supply information but that does not do so in the proper manner. The Issuing Entity will report to Noteholders and to the IRS for each calendar year the amount of any “reportable payments” during such year and the amount of tax withheld, if any, with respect to payments on the Offered Notes.

Tax Consequences to Foreign Noteholders. If interest paid or accrued to a noteholder who is a Foreign Person is not effectively connected with the conduct of a trade or business within the United States by the Foreign Person, the interest generally will be considered “portfolio interest,” and generally will not be subject to U.S. federal income tax and withholding tax, as long as the Foreign Person satisfies certain requirements of the Code, including the requirements that the Foreign Person:

• is not (A) actually or constructively a “10 percent shareholder” of the Issuing Entity or the Depositor, including a holder of 10 percent of the applicable outstanding certificates, (B) a “controlled foreign corporation” with respect to which the Issuing Entity or the Depositor is a “related person” within the meaning of the Code or (C) a bank within the meaning of Section 881(c)(3)(A) of the Code, and

• provides an appropriate statement signed under penalties of perjury, certifying that the beneficial owner of the Note is a Foreign Person and providing that Foreign Person’s name and address. If the information provided in this statement changes, the Foreign Person must so inform the Issuing Entity within 30 days of the change.

If an offered note is held through a securities clearing organization or certain other financial institutions, the organization or institution may provide the signed IRS Form W-8BEN or IRS Form W-8BEN-E (or other applicable IRS Form W-8), to the withholding agent. If the interest were not portfolio interest or if applicable certification requirements were not satisfied, then the interest would be subject to U.S. federal income and withholding tax at a rate of 30% unless reduced or eliminated pursuant to an applicable tax treaty.

Any capital gain realized on the sale, redemption, retirement or other taxable disposition of an offered note by a Foreign Person will be exempt from U.S. federal income and withholding tax, provided that

• the gain is not effectively connected with the conduct of a trade or business in the United States by the Foreign Person and

• in the case of a foreign individual, the Foreign Person is not present in the United States for 183 days or more in the taxable year.

If the interest, gain or income on an offered note held by a Foreign Person is effectively connected with the conduct of a trade or business in the United States by the Foreign Person, the holder, although exempt from the withholding tax previously discussed if an appropriate statement is furnished, generally will be subject to U.S. federal income tax on the interest, gain or income at regular federal income tax rates. In addition, if the Foreign Person is a foreign corporation, it may be subject to a branch profits tax equal to 30% of the Foreign Person’s “effectively connected earnings and profits” within the meaning of the Code for the taxable year, as adjusted for specified items, unless the Foreign Person qualifies for a lower rate under an applicable tax treaty. A Foreign Person other than an individual or corporation (or an entity treated as such for U.S. federal income tax purposes) holding the Offered Notes on its own behalf may have substantially increased reporting requirements. In particular, in the case of Offered Notes held by a foreign partnership or foreign trust, the partners or beneficiaries, as the case may be, may be required to provide certain additional information.

Possible Alternative Treatments of the Notes. The opinion of Tax Counsel will reflect some uncertainty as to the U.S. federal income tax classification of the [Class E Notes and the] Class N Notes. If the [Class E Notes and the] Class N Notes were not classified as indebtedness for U.S. federal income tax purposes, such Offered Notes should be treated as equity interests in the Issuing Entity for U.S. federal income tax purposes (any such Note, as applicable, a “Recharacterized Note”). If that were the case, it is expected that the

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Certificateholders and holders of the Recharacterized Notes would be treated as partners in the Issuing Entity for U.S. federal income tax purposes. An entity treated as a partnership (other than a publicly traded partnership) would annually file IRS Form 1065, Return of Partnership Income, and it and its partners would be required to comply with the requirements of subchapter K and the other provisions of the Code that apply to entities treated as partnerships for U.S. federal income tax purposes and to the partners of such partnerships. In general, a partnership is not subject to U.S. federal income tax, rather, the partners are required separately to take into account their allocable shares of the income, gains, losses, deductions and credits of the partnership, calculated according to the partners’ respective ownership interests in the partnership and regardless of whether corresponding cash payments are received by such partners. The allocation of the Issuing Entity’s income, gains, losses, deductions and credits to the holders of the Recharacterized Notes could result in them receiving income in timing, character and amounts different than expected; although, in such event, the amount and timing of income to a holder of a Recharacterized Note would not generally be expected to differ materially from that which a holder would receive if such holders’ [Class E Notes and the] Class N Notes, respectively, were not recharacterized. However, a tax-exempt U.S. Holder of a Recharacterized Note could be treated as receiving “debt-financed” unrelated business taxable income from the Issuing Entity, and, if contrary to the opinion of Tax Counsel, the IRS determines that the activities of the Issuing Entity will cause it to be considered to be engaged in a United States trade or business, a Foreign Person holding a Recharacterized Note could be required to file a U.S. tax return and could be subject to tax (and withholding) on its share of the Issuing Entity’s income at regular U.S. tax rates, and in the case of a corporate Foreign Person, the branch profits tax. In the event that the Issuing Entity is required to withhold tax with respect to any Recharacterized Notes held by Foreign Persons, the Issuing Entity could be liable for any failure to so withhold, thereby reducing cash flow that would otherwise be available to make payments on all Offered Notes (including Class A Notes, Class B Notes, Class C Notes and Class D Notes). In the event the [Class E Notes and the] Class N Notes are successfully recharacterized as equity, the Issuing Entity should be treated as a partnership as described above and payments on the Recharacterized Notes should be treated as “guaranteed payments” under Section 707 of the Code. Certain adverse state and local tax implications could also arise.

In addition, if a partnership earns income effectively connected to a United State trade or business, the Code requires a transferee of a partnership interests to withhold 10 percent of the amount realized by the transferor unless the transferee can properly establish that the transferor is a “United States person” within the meaning of Section 7701(a)(30) of the Code. If a transferee is required to withhold and does not, the partnership is required to withhold, but only on distributions to such transferee. As stated earlier in this prospectus, the Issuing Entity will treat its income as not being effectively connected to a United States trade or business. The Issuing Entity has not created any mechanism for a transferee of a [Class E Note and a] Class N Note to establish whether the transferor is a “United States person” within the meaning of the Code if the [Class E Notes and the] Class N Notes were to be recharacterized as equity. The IRS has issued guidance, including proposed Treasury Regulations in which it described how it intends to implement these provisions and provided guidance as to how transferees can comply with their obligations pursuant to the new rules. In addition, the IRS indicated that a partnership will not have an obligation to withhold under these rules until the IRS finalizes the existing proposed Treasury Regulations, which finalization has not yet occurred as of the date of this prospectus.

Prospective investors in the Notes are strongly urged to consult their respective advisors regarding the U.S. federal, state, local and foreign tax impact of any such recharacterization of the [Class E Notes and the] Class N Notes.

Further, if, contrary to the opinion of Tax Counsel, the IRS successfully asserted that one or more classes of the Offered Notes did not represent debt for U.S. federal income tax purposes, those Offered Notes would be treated as equity interests in the Issuing Entity. If so treated, the Issuing Entity might (contrary to the opinion of Tax Counsel) be treated as a publicly traded partnership taxable as a corporation with potentially adverse tax consequences, and the publicly traded partnership taxable as a corporation would not be able to reduce its taxable income by deductions for interest expense on any such Offered Notes recharacterized as equity. Alternatively, the Issuing Entity could be treated as a publicly traded partnership that would not be taxable as a corporation because it would meet certain qualifying income tests. Payments on the Offered Notes treated as equity interests in such a partnership would probably be treated as guaranteed payments, which could result in adverse tax consequences to certain holders. For example, income to certain tax-exempt entities, including pension funds, might be “unrelated business taxable income,” and individual holders might be subject to certain limitations on their ability to deduct their share of Issuing Entity expenses.

The IRS has adopted final Treasury Regulations under Section 385 of the Code that in certain circumstances treat an instrument that otherwise would be treated as debt for U.S. federal income tax purposes as equity during periods in which the instrument is held by a member of an “expanded group” that includes the issuer of the instrument. An expanded group is generally a group of corporations or controlled partnerships connected through 80% or greater direct or indirect ownership links.

The Issuing Entity does not believe that these regulations will apply to any of the Offered Notes. However, the regulations are complex and thus have not yet been applied by the IRS or any court. If the Offered Notes were treated as equity under these rules, they may once again be treated as debt when acquired by a holder that is not a member of an expanded group including the Issuing Entity. Offered Notes treated as newly issued under this rule may have tax characteristics differing from Offered Notes that were not previously treated as equity. The Issuing Entity does not intend to separately track any such Offered Notes.

The documents will require that each purchaser of a Class A Note, Class B Note, Class C Note, Class D Note [, Class E Note] or Class N Note acknowledges and represents that it is not a member of an “expanded group” (within the meaning of the regulations issued under Section 385 of the Code) that includes a domestic corporation (as determined for U.S. federal income tax purposes) if such domestic

102

corporation, directly or indirectly (through one or more entities that are treated for U.S. federal income tax purposes as partnerships, disregarded entities, or grantor trusts), owns 80% or more of the capital or profits of the Issuing Entity.

Potential investors in the Offered Notes should consult with their own tax advisors regarding the possible effect of the Section 385 regulations on them, including without limitation with regard to tax consequences where Offered Notes held by them are treated as having tax characteristics that differ from other Offered Notes.

Foreign Account Tax Compliance. FATCA generally imposes a U.S. federal withholding tax of 30% on interest income paid on a debt obligation to: (i) a foreign financial institution (as the beneficial owner or as an intermediary for the beneficial owner), unless such institution enters into an agreement with the U.S. government to collect and provide to the U.S. tax authorities substantial information regarding U.S. account holders of such institution (which would include certain equity and debt holders of such institution, as well as certain account holders that are foreign entities with U.S. owners) and to withhold certain amounts and (ii) a foreign entity that is not a financial institution (as the beneficial owner or as an intermediary for the beneficial owner), unless such entity provides the withholding agent with a certification identifying the substantial U.S. owners of the entity, which generally includes any U.S. person who directly or indirectly owns more than 10% of the entity, in each case, unless another exemption applies. The FATCA withholding rules were initially also applicable to gross proceeds from a sale, exchange or other disposition of debt instruments on or after January 1, 2019. However, proposed Treasury Regulations have been issued that, when finalized, will provide for the repeal of this 30% withholding tax that would have applied to all such payments of gross proceeds occurring on or after January 1, 2019. In the preamble to the proposed regulations, the government provided that taxpayers may rely upon this repeal until the issuance of final regulations. Potential investors are encouraged to consult with their tax advisors regarding the possible implications of this legislation on an investment in the Offered Notes.

An intergovernmental agreement between the U.S. and the applicable foreign country, or future Treasury Regulations or other guidance, may modify these requirements. In many cases, Foreign Persons may be able to indicate their exemption from, or compliance with, FATCA by providing a properly completed revised Form W-8BEN or W 8BEN-E, as applicable, to the applicable withholding agent certifying as to such status under FATCA; however, it is possible that additional information and diligence requirements will apply in order for a holder to establish an exemption from withholding under FATCA to the applicable withholding agent. Prospective investors should consult with their own tax advisors regarding the implications of FATCA on their investment in an offered note.

Tax Shelter Disclosure and Investor List Requirements

Treasury Regulations directed at abusive tax shelter activity appear to apply to transactions not conventionally regarded as tax shelters. Such Treasury Regulations require taxpayers to report certain information on IRS Form 8886 if they participate in a “reportable transaction” and to retain certain information related to such transactions. Organizers and promoters of the transaction are required to maintain records including investor lists containing identifying information and to furnish those records to the IRS upon demand.

A transaction may be a “reportable transaction” based upon any of several indicia, one or more of which may be present with respect to your investment. The Code imposes significant penalties for failure to comply with these disclosure requirements. Prospective investors should be aware that the transferor and other participants in the transaction intend to comply with such disclosure and investor list requirements. Prospective investors should consult their own tax advisors concerning any possible disclosure obligation with respect to their investment.

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STATE AND LOCAL TAX CONSEQUENCES

The above discussion does not address the tax treatment of any tax partnership, Offered Notes or Noteholders under any state, local or foreign laws. The activities to be undertaken by the Servicer in servicing and collecting the Receivables will take place throughout the United States and, therefore, many different tax regimes potentially apply to different portions of these transactions. [Additionally, it is possible a state may assert its right to impose tax on the Issuing Entity with respect to its income related to Receivables collected from customers located in such state or require that a noteholder treated as an equity-owner (including non-resident holders) file state income tax returns with the state pertaining to Receivables collected from customers located in such state (and may require withholding on related income).] Prospective investors are urged to consult with their tax advisors regarding the state, local and foreign tax consequences for them of purchasing, holding and disposing of Offered Notes.

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CERTAIN ERISA CONSIDERATIONS

The discussion under this heading “Certain ERISA Considerations” does not apply to any Offered Notes that are held by the Depositor or one or more affiliates not treated as a separate entity from the Depositor for federal income tax purposes.

Subject to the following discussion, the Class A Notes, the Class B Notes, the Class C Notes, and the Class D Notes may be acquired by pension, profit-sharing or other employee benefit plans that are subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), individual retirement accounts, Keogh plans and other plans covered by Section 4975 of the Code, and entities and accounts deemed to hold plan assets of the foregoing (each of the foregoing, “Benefit Plan Investors”). Section 406 of ERISA and Section 4975 of the Code prohibit a Benefit Plan Investor from engaging in particular transactions with persons that are “parties in interest” under ERISA or “disqualified persons” under the Code with respect to such Benefit Plan Investor. A violation of these “prohibited transaction” rules may result in excise tax or other penalties and liabilities under ERISA and the Code for such persons or the fiduciaries of the Benefit Plan Investor. In addition, Title I of ERISA also requires fiduciaries of a Benefit Plan Investor subject to ERISA to make investments that are, among other things, prudent, diversified and in accordance with the governing plan documents. The prudence of a particular investment must be determined by the responsible fiduciary of a Benefit Plan Investor by taking into account the particular circumstances of the Benefit Plan Investor and all of the facts and circumstances of the investment, including, but not limited to, the matters discussed under “Risk Factors” and the fact that in the future, there may be no market in which such fiduciary will be able to sell or otherwise dispose of the Offered Notes should the Benefit Plan Investor purchase them. Unless the context clearly indicates otherwise, any reference in this section to the acquisition, holding or disposition of the Offered Notes will mean the acquisition, holding or disposition of a beneficial interest in such Offered Notes. Employee benefit plans that are governmental plans (as defined in Section 3(32) of ERISA) and some church plans (as defined in Section 3(33) of ERISA) are not subject to ERISA requirements; however, governmental and church plans may be subject to federal, state or local law restrictions similar to Section 406 of ERISA or Section 4975 of the Code (“Similar Law”).

Certain transactions involving the Issuing Entity might be deemed to constitute prohibited transactions under ERISA and the Code with respect to a Benefit Plan Investor that purchased the Offered Notes if assets of the Issuing Entity were deemed to be assets of the Benefit Plan Investor. Under Section 3(42) of ERISA and a regulation issued by the United States Department of Labor (the “Plan Asset Regulation”), the assets of the Issuing Entity would be treated as plan assets of a Benefit Plan Investor for the purposes of ERISA and the Code only if the Benefit Plan Investor acquired an “equity interest” in the Issuing Entity and none of the exceptions contained in the Plan Asset Regulation was applicable. An equity interest is defined under the Plan Asset Regulation as an interest other than an instrument which is characterized as indebtedness under applicable local law and which has no substantial equity features. Although there is little guidance on the subject, it is anticipated that, at the time of their issuance, the Class A, Class B, Class C and Class D Notes should not be treated as equity interests of the Issuing Entity for purposes of the Plan Asset Regulation. This determination is based in part upon the traditional debt features of the Class A, Class B, Class C and Class D Notes, including the reasonable expectation of purchasers of such Offered Notes that such Offered Notes will be repaid when due, as well as the absence of conversion rights, warrants and other typical equity features.

However, without regard to whether the Class A, Class B, Class C and Class D Notes are treated as equity interests for purposes of the Plan Asset Regulation, the acquisition or holding of the Class A, Class B, Class C and Class D Notes by, or on behalf of, a Benefit Plan Investor could be considered to give rise to a prohibited transaction if Carvana, the Servicer, the Depositor, the Issuing Entity, [the Grantor Trust,] the Administrator, the Owner Trustee, [the Grantor Trust Trustee,] the Indenture Trustee or any underwriter or any of their respective affiliates (the “Transaction Parties”) is or becomes a party in interest or a disqualified person with respect to such Benefit Plan Investor. In making the determination of whether the acquisition or holding of the Class A, Class B, Class C and Class D Notes by or on behalf of a Benefit Plan Investor could give rise to a prohibited transaction, each Benefit Plan Investor should consider whether any of the Transaction Parties will act as a fiduciary, or render investment advice for a fee or other compensation, direct or indirect, or has authority to do so, pursuant to ERISA, Section 4975 of the Code or otherwise, with respect to the acquisition or holding of such Offered Notes by such Benefit Plan Investor (or by any fiduciary acting on behalf of such Benefit Plan Investor). A statutory exemption under Section 408(b)(17) of ERISA and Section 4975(d)(20) of the Code provides an exemption for some transactions between Benefit Plan Investors and a person or entity that is a party in interest or disqualified person to such Benefit Plan Investor solely by reason of providing services to the Benefit Plan Investor (other than a party in interest or disqualified person that is a fiduciary, or its affiliate, that has or exercises discretionary authority or control or renders investment advice with respect to the assets of the Benefit Plan Investor involved in the transaction), provided that there is adequate consideration for the transaction. In addition, certain class exemptions could offer broader relief for the purchase and holding of the Class A, Class B, Class C and Class D Notes by a Benefit Plan Investor depending on the type and circumstances of the plan fiduciary making the decision to acquire such Offered Notes. Included among these exemptions are: Prohibited Transaction Class Exemption (“PTCE”) 96-23, regarding transactions effected by “in-house asset managers”; PTCE 95-60, regarding investments by insurance company general accounts; PTCE 90-1, regarding investments by insurance company pooled separate accounts; PTCE 91-38, regarding investments by bank collective investment funds; and PTCE 84-14, regarding transactions effected by “qualified professional asset managers.” Even if the conditions specified in one or more of these exemptions are met, the scope of the relief provided by these exemptions might not cover all acts which might be construed as prohibited transactions. There can be no assurance that any of these, or any other exemption, will be available with respect to any particular transaction involving the Class A, Class B, Class C and Class D Notes, and prospective purchasers that are Benefit Plan Investors should consult with their legal advisors regarding the applicability of any such exemption. Each purchaser and transferee of a Class A, Class

105

B, Class C or Class D Note or a beneficial interest therein, will be deemed to represent and warrant that either (i) it is not (and, for so long as it holds such note or beneficial interest will not be) a Benefit Plan Investor or a governmental, non-U.S. or church plan that is subject to Similar Law or (ii) its acquisition and holding of such note or beneficial interest therein will not constitute or give rise to a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a violation of Similar Law. Each purchaser and transferee of a [Class E Note or a ]Class N Note or a beneficial interest therein will be deemed to represent and warrant that (i) it is not (and for so long as it holds such note or beneficial interest will not be) a Benefit Plan Investor, and (ii) either (a) it is not a governmental, non-U.S. or church plan that is subject to Similar Law, or (b) its acquisition and holding of such note or beneficial interest therein will not constitute or give rise to a violation of Similar Law.

Each Benefit Plan Investor or other plan fiduciary considering the purchase of the Class A, Class B, Class C or Class D Notes (or, if applicable, [Class E Note or] Class N Notes) should consult with its counsel and carefully review the ERISA considerations applicable to the Notes. The sale of any Notes to a Benefit Plan Investor or other plan or arrangement subject to Similar Law (together, “Plans”) is in no respect a representation that this investment meets all relevant legal requirements with respect to investments by Plans generally or by a particular Plan, or that this investment is appropriate for Plans generally or any particular Plan.

None of Carvana, the Servicer, the Depositor, the Issuing Entity, [the Grantor Trust,] the Administrator, the Owner Trustee, [the Grantor Trust Trustee,] Indenture Trustee, the underwriters or any of their respected affiliated entities will act as a fiduciary to a plan with respect to such Plan’s decision to invest in the Offered Notes, to provide impartial investment advice or to give advice in a fiduciary capacity, in connection with the acquisition of any of the Offered Notes by any Plan.

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[MONEY MARKET INVESTMENTS

On the Closing Date, the Class A-1 Notes will be structured to be “eligible securities” for purchase by money market funds under Rule 2a-7 under the Investment Company Act. Rule 2a-7 includes additional criteria for investments by money market funds, including requirements relating to portfolio maturity, liquidity and risk diversification. If you are a money market fund contemplating a purchase of Class A-1 Notes, you should consult your counsel before making a purchase.]

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PLAN OF DISTRIBUTION

Under the terms and subject to the conditions contained in an underwriting agreement dated [                ] among the Sponsor, the Depositor, and [                ], [[                ] and [                ]] as representative[s] of the underwriters, the Depositor has agreed to sell to the underwriters named below and each of the underwriters has severally agreed to purchase, the principal amount of the Notes described opposite its name below:

Underwriter

Class A-1 Notes [(1)]

Class A-2 Notes [(1), (2)]

Class A-3 Notes [(1), (2)]

Class B Notes [(1)]

Class C Notes [(1)]

Class D Notes [(1)]

Class E Notes [(1)]

[Class N Notes [(1)]]

[        ]

$

[

]

$

[

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Total

$

[

][(1)]

$

[

][(1)]

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[

][(1)]

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[

][(1)]

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[

][(1)]

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[

][(1)]

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[

][(1)]

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[

][(1)]

[(1)    If the aggregate initial principal amount of the Notes is $[ ]. If the aggregate initial principal amount of the Notes is $[ ], the principal amount of the Class A-1 Notes will be $[ ], the principal amount of the Class A-2 Notes will be $[ ], the principal amount of the Class A-3 Notes will be $[ ], the principal amount of the Class B Notes will be $[ ], the principal amount of the Class C Notes will be $[ ], the principal amount of the Class D Notes will be $[ ], [and] the principal amount of the Class E Notes will be $[ ][, and the principal amount of the Class N Notes will be $[ ]].]

[(2)    The total principal amounts of the Class A-2 Notes and the Class A-3 Notes to be purchased by the underwriters will be $[ ] The principal amount of the Class A-2 Notes to be purchased by the underwriters is expected to be within the range of $[ ] to $[ ]. The principal amount of the Class A-3 Notes to be purchased by the underwriters is expected to be within the range of $[ ] to $[ ].]

Some or all of one or more classes of Notes [may][will] be retained initially by the Depositor or one or more affiliates, and, in any event, [the Sponsor or one or more of its majority-owned affiliates will retain [5% of][the certificates] [the Class [    ] Notes][[ ]% of each class of Notes][a single vertical security/Class RR Notes] in satisfaction of Carvana’s risk retention obligations under Regulation RR as described in “Credit Risk Retention.”] If retained, such retained Notes may be sold, subject to certain limitations and the risk retention requirements, from time to time to purchasers, directly by the Depositor or its affiliates or through underwriters, broker-dealers or agents who may receive compensation in the form of discounts, concessions or commissions from the Depositor or from the purchases of such retained Notes. If such retained Notes are sold through underwriters, broker-dealers or agents, the Depositor or such affiliate will be responsible for underwriting discounts or commissions or agent’s commissions. Such retained Notes may be sold in one or more transactions at fixed prices, prevailing market prices at the time of sale, varying prices determined at the time of sale or negotiated prices.

[Add description of non-U.S. underwriters who are not registered broker dealers if material to investors of the Notes.]

[The Depositor has been advised by the underwriters that the several underwriters propose initially to offer the [Class A-1 Notes,] the Class A-2 Notes, the Class A-3 Notes, the Class B Notes, the Class C Notes, the Class D Notes, [and] the Class E Notes[, and the Class N Notes] in negotiated transactions at varying prices to be determined at the time of sale.]

The Depositor has been advised by the underwriters that they propose initially to offer the Offered Notes to the public at the prices set forth on the cover page hereof, and to dealers at these prices less a selling concession not in excess of the percentage set forth below for each class of Offered Notes. The underwriters may allow, and these dealers may reallow to other dealers, a subsequent concession not in excess of the percentage set forth below for each class of Offered Notes. After the initial public offering, the public offering price and such concessions may be changed. In the event of sales to affiliates, one or more of the underwriters may be required to forego a portion of the selling concession they would otherwise be entitled to receive.

	Selling Concession			Reallowance
[Class A-1 Notes]		[	]%		[	]%
[Class A-2 Notes]		[	]%		[	]%
[Class A-3 Notes]		[	]%		[	]%
[Class B Notes]		[	]%		[	]%

108

	Selling Concession			Reallowance
[Class C Notes		[	]%		[	]%]
[Class D Notes		[	]%		[	]%]
[Class E Notes		[	]%		[	]%]
[Class N Notes		[	]%		[	]%]

The underwriting agreement provides that the obligations of the underwriters are subject to specified conditions precedent and that the underwriters will purchase all the Offered Notes if any of such notes are purchased.

The Notes are a new issue of securities with no established trading market. Carvana and the Depositor do not intend to apply for listing of the Notes on a national securities exchange. The underwriters have advised Carvana and the Depositor that they intend to act as market makers for the Offered Notes (other than any Notes that are initially retained by the Depositor or one or more affiliates thereof on the Closing Date). Nevertheless, the underwriters are not obligated to do so and may discontinue any market making at any time without notice. Accordingly, no assurance can be given as to the liquidity of any trading market for the Offered Notes.

In connection with this offering, the underwriters may engage in transactions that stabilize, maintain or otherwise affect the market price of the Offered Notes. Such transactions may include stabilization transactions [effected in accordance with Rule 104 of Regulation M], pursuant to which an underwriter may bid for or purchase the Offered Notes for the purpose of stabilizing their market price. In addition, the underwriters may impose “penalty bids” whereby they may reclaim from a dealer participating in the offering the selling concession with respect to the Offered Notes that the dealer distributed in the offering but subsequently purchased for the account of the underwriters in the open market. Any of the transactions described in this paragraph may result in the maintenance of the price of the Offered Notes at a level above that which might otherwise prevail in the open market. None of the transactions described in this paragraph is required, and, if they are taken, such transactions may be discontinued at any time without notice.

The Sponsor and the Depositor have agreed to indemnify the underwriters against some liabilities, including civil liabilities under the Securities Act, or contribute to payments which the underwriters may be required to make in respect of some liabilities, including civil liabilities under the Securities Act.

In the ordinary course of their respective businesses, one or more of the underwriters and their affiliates have engaged and may engage in investment banking or commercial banking transactions with Carvana and its affiliates. See “Use of Proceeds.”

The following chart sets forth information on the aggregate proceeds to the Depositor from the sale of the Offered Notes.

		As a Percent of Aggregate Principal Amount of the Offered Notes
Aggregate Price to Public of the Offered Notes	$[                ]	[                ]%
Aggregate Underwriting Discount	$[                ]	[                ]%
Aggregate Proceeds to Depositor	$[                ]	[                ]%
Additional Offering Expenses	$[                ]	[                ]%

In addition to the methods described above, the offering of the Offered Notes may be made concurrently through more than one of the following methods:

• by placements by the Depositor with investors through dealers; and

• by direct placements by the Depositor with investors.

Notice to Residents of the United Kingdom

In the United Kingdom (the “UK”), this prospectus is being communicated only to, and is directed only at, (1) persons which have professional experience in matters relating to investments and which fall within article 19(5) of the Financial Services and Markets Act 2000 (“FSMA”) (Financial Promotion) Order 2005 (as amended, the “Order”); (2) persons which fall within Article 49(2)(a) to (d) of the Order; or (3) persons to which it may otherwise lawfully be communicated or directed (each such person, a “Relevant Person”). In the UK, any investment or investment activity to which this prospectus relates, including the notes, is available only to Relevant Persons and will be engaged in only with Relevant Persons. This prospectus must not be acted on or relied on by any person in the UK which is not a Relevant Persons.

[In addition, the Class A-1 Notes have not been, and will not be, offered in the UK or to UK persons, and no proceeds of any Class A-1 Notes will be received in the UK.]

Notice to Residents of the European Economic Area and the United Kingdom

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None of Carvana, the Depositor, the Issuing Entity, [the Grantor Trust,] the Servicer, or the underwriters makes any representation or agreement that it is undertaking or will have undertaken to comply, or to take or refrain from taking any action to enable affected investors to comply, with the requirements of the European Securitization Rules or any corresponding rules applicable to EU-regulated or UK-regulated investors. Prospective investors are responsible for analyzing their own legal and regulatory position and are advised to consult with their own advisors regarding the suitability of the Notes for investment and the scope, applicability and compliance requirements of the European Securitization Rules.

Each underwriter, severally but not jointly, has represented and agreed that it has not offered, sold or otherwise made available, and will not offer, sell or otherwise make available, any offered Notes which are the subject of the offering to any retail investor in the EEA or the UK. For these purposes:

(a) a “retail investor” means a person who is one (or more) of:

(i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); or

(ii) a customer within the meaning of Directive (EU) 2016/97(as amended), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or

(iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (as amended), and

(b) the expression “offer” includes the communication in any form and by any means of sufficient information on the terms of the offer and the Offered Notes so as to enable an investor to decide to purchase or subscribe for the Offered Notes.

Each underwriter, severally but not jointly, has represented and agreed that (a) it has only communicated or caused to be communicated and will only communicate or cause to be communicated, any invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of the Offered Notes in circumstances in which Section 21(1) of the FSMA does not apply to the Issuing Entity or the Depositor; and (b) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Offered Notes in, from or otherwise involving the UK.

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CREDIT RISK RETENTION

Carvana, as sponsor, or one of its majority-owned affiliates (each, a “MOA”) is required to retain an economic interest in the credit risk of the Receivables sold to the Depositor [on the Closing Date] [and in the Receivables sold during the Revolving Period] under the risk retention regulations in 17 C.F.R. § 246.1, et seq. (“Regulation RR”).

[Combination Vertical and Horizontal Interest Option]

The [Sponsor][Depositor][MOA] will satisfy the risk retention requirements of Regulation RR by retaining a combination of an “eligible vertical interest” and an “eligible horizontal residual interest” under Regulation RR[, including by depositing funds into the Reserve Account]. The [Sponsor][Depositor][MOA] expects that the percentage of the “eligible vertical interest” and the percentage of the fair value of the “eligible horizontal residual interest” [, including by depositing funds into the Reserve Account] will equal at least five.] [Include the following disclosure for both Eligible Vertical Interest Option and Eligible Horizontal Residual Interest Option.]

[Eligible Vertical Interest Option]

[The Sponsor intends to satisfy [a portion of] its obligations under Regulation RR by [retaining] [causing the [Depositor][MOA] to retain] [ ]% of each class of Notes and the certificates, which satisfies the requirements for an “eligible vertical interest” under Regulation RR (the “EVI”).] [The Sponsor intends to satisfy [a portion of] its obligation under Regulation RR by [retaining] [causing the [Depositor] [MOA] to retain] a [single vertical security][Class RR Notes], which will have an initial principal amount of $[ ] (which equals [ ]% of the aggregate principal amount of the Securities), will be entitled to receive [ ]% of all payments on the Securities, and will satisfy the requirements for an “eligible vertical interest” under Regulation RR (the “EVI”).] The [Sponsor][Depositor][MOA] is required to retain this interest until the later of two years from the Closing Date, the date the Pool Balance is one-third or less of the initial Pool Balance, or the date the principal amount of the outstanding Notes is one-third or less of the initial principal amount. The Sponsor, the Depositor, or any of their affiliates may not hedge the credit risk of the retained interest during this period. If the percentage of each class of Notes and the Certificates retained by the [Sponsor][Depositor][MOA] on the Closing Date is materially different than [    ]%, the [Issuing Entity] will include the retained percentage in the first monthly servicer report.

By retaining the EVI, the [Sponsor][Depositor][MOA] will be a noteholder of [    ]% of each class of Notes and will be entitled to receive [•]% of all payments of interest and principal made on each class of Notes and, if any class of Notes incurs losses, will bear [•]% of those losses. Each class of Notes retained by the [Sponsor][Depositor][MOA] as part of the EVI will have the same terms as all other Notes in that class, except that the Notes retained by the [Sponsor][Depositor][MOA] will not be included for purposes of determining whether a required percentage of any class of Notes have taken any action under the Indenture or any other Transaction Document. For a description of the Notes, and thus of the “eligible vertical interest,” and the credit enhancement available for Notes, see “Credit Enhancement” and “Description of the Transaction Documents.”]

[Eligible Horizontal Residual Interest Option]

[The Sponsor intends to satisfy [a portion of] its obligation to retain credit risk by [retaining] [causing the [Depositor][MOA] to retain] an eligible horizontal residual interest in the form of [the Class RR Notes and] the certificates [and to fund an eligible horizontal cash reserve account on the Closing Date]. The fair value of [the Class RR Notes and] the Certificates [and the amount funded to the Reserve Account] is expected to represent at least [    ]% of the sum of the fair value of the Notes and the certificates on the Closing Date. Under Regulation RR, the [Sponsor][Depositor][MOA] is required to retain the eligible horizontal residual interest until the later of the date that is two years from the Closing Date, the date the Pool Balance is 33% or less of the initial Pool Balance, or the date the unpaid principal amount of the Notes is 33% or less of the initial principal amount of the Notes. None of the [Sponsor][Depositor] [MOA] or any of their affiliates may sell, transfer or hedge the retained interest during this period other than as permitted by Regulation RR.

The Certificates retained by the Depositor are expected to satisfy the requirements for an “eligible horizontal residual interest” under Regulation RR. In general, the Certificates represent the right to payments received on the Receivables not needed to make payments on the Notes, cover losses on the Receivables, [make deposits into the Reserve Account] or pay certain expenses and fees of the Issuing Entity [and the Grantor Trust]. Because the Certificates are subordinated to the Notes and are only entitled to amounts not needed on a Distribution Date to make payments on the Notes or to make other required payments or deposits according to the priority of payments, as described in “Credit Enhancement—Subordination,” the Certificates absorb losses on the Receivables by reduction of, first, excess collections and, second, overcollateralization before any losses are incurred by the Notes.

[The Reserve Account is expected to satisfy the requirements for an “eligible horizontal cash reserve account” under Regulation RR. The Reserve Account will be funded from a portion of the offering proceeds for the offered Notes on the Closing Date in an amount equal to $[    ], which is expected to represent approximately [ ]% of the fair value of the Securities on the Closing Date and approximately [ ]% of the $[ ] amount expected to represent 5% of the fair value of the Notes and the certificates on the Closing Date. On each Distribution Date, the amount on deposit in the Reserve Account will be withdrawn, to the extent necessary, to fund any deficiencies in the payments of the Issuing Entity’s expenses (other than payments to Carvana, as the administrator, or, to the extent it is an affiliate of Carvana, the Servicer), interest payments on the Notes, principal payments on the Notes that are necessary to prevent the outstanding principal amount of the Notes amount from exceeding the Pool Balance and principal payments on each class of Notes that are necessary to pay off each class of Notes on its Final Scheduled Distribution Date. See “Distribution Date Payments.” After payment in full of amounts due on the Notes and the final distribution is made on the certificates, the amount on deposit in the Reserve

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Account may be released to Carvana or its affiliates. For a further description of the material terms of the Reserve Account, please read “Credit Enhancement—Reserve Account.”] [Insert any other disclosure required by Rule 4(c)(1) of Regulation RR (17 CFR 264.4).]]

[If the aggregate initial principal amount of the Notes is $[ ], the fair value of the Securities is summarized below. The totals in the table may not sum due to rounding:]

Class of Securities	[Range of] Fair Value (in millions)	[Range of] Fair Value (as a percentage of the fair value amount of the Securities)
Class A[-1] Notes			%
[Class A-[2] Notes]			%
[Class A-[3] Notes]			%
[Class B Notes]			%
[Class C Notes]			%
[Class D Notes]			%
[Class E Notes]			%
[Class N Notes]			%
Certificates			%
Total			%

The [fair value of the Class A-1 Notes is assumed to be equal to the initial principal amount, or par amount, and the] fair value of the Class A-2 Notes, Class A-3 Notes, Class B Notes, Class C Notes, Class D Notes, Class E Notes and Class N Notes] reflects the discounted price to public for such classes of Notes, in each case, based on the pricing of the notes.

[If the aggregate initial principal amount of the Notes is $[ ], the fair value of the Securities is summarized below. The totals in the table may not sum due to rounding:

Class of Securities	[Range of] Fair Value (in millions)	[Range of] Fair Value (as a percentage of the fair value amount of the Securities)
Class A[-1] Notes			%
[Class A-[2] Notes]			%
[Class A-[3] Notes]			%
[Class B Notes]			%
[Class C Notes]			%
[Class D Notes]			%
[Class E Notes]			%
[Class N Notes]			%
Certificates			%
Total			%

The [fair value of the Class A-1 Notes is assumed to be equal to the initial principal amount, or par amount, and the] fair value of the Class A[-2] Notes[, Class A-[3] Notes, Class A-[4] Notes,] Class B Notes, Class C Notes, Class D Notes, Class E Notes and Class N Notes] reflects the discounted price to public for such classes of Notes, in each case, based on the pricing of the Notes.]

[Collectively, the certificates and the amount deposited in the Reserve Account on the Closing Date are expected to represent [•]% of the fair value of the Securities on the Closing Date.]

[The Sponsor determined the fair value of the Notes[, the Reserve Account] and the certificates using a fair value measurement framework under generally accepted accounting principles. In measuring fair value, the use of observable and unobservable inputs and their significance in measuring fair value are reflected in the fair value hierarchy assessment, with Level 1 inputs favored over Level 3 inputs because Level 1 is the most objective whereas Level 3 is the most subjective.

• Level 1—inputs include quoted prices for identical instruments and are the most observable,

• Level 2—inputs include quoted prices for similar instruments and observable inputs such as interest rates and yield curves, and

• Level 3—inputs include data not observable in the market and reflect management judgment about the assumptions market participants would use in pricing the instrument.

[The fair value of the Notes is categorized within Level 2 of the hierarchy, reflecting the use of inputs derived from prices for similar instruments. The fair value of the Notes is assumed to be equal to the initial principal amount, or par. This reflects the expectation that the final interest rates of the Notes will be consistent with the interest rate assumptions below:]

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Class of Notes	Range of Interest Rate
Class A-1 Notes	%
Class A-2[a/b] Notes	[    ]%/One-Month LIBOR plus [    ]%
Class A-3 Notes	%
Class B Notes	%
Class C Notes	%
Class D Notes	%
Class E Notes	%
[Class N Notes	%]

[These interest rates are estimated based on recent pricing of similar transactions and market-based expectations for interest rates and credit risk applicable to the Notes.]

[The fair value of the Reserve Account is considered Level 1 in the hierarchy as its consists of a cash balance.]

The fair value of the Notes is categorized within Level 2 of the hierarchy, reflecting the use of inputs derived from prices for similar instruments.

The fair value of the certificates is categorized within Level 3 of the hierarchy as inputs to the fair value calculation are generally not observable. To calculate the fair value of the certificates, the Sponsor used an internal valuation model. This model projects future cash flows from the pool of Receivables, the interest and principal payments on each class of Notes, the servicing fee, the administration fee, and other fees and expenses due and payable from the transaction’s cashflows. The model also assumes that the Servicer will exercise its clean up call option on the earliest date on which the note value is equal to or less than [    ]% of the initial note value, which, for purposes of the fair value calculation, is estimated to occur on the [    ] Distribution Date following the Closing Date. The resulting certificates cash flows are discounted to present value based on a discount rate that reflects the credit exposure to these cash flows. In completing these calculations, the Sponsor made the following assumptions:

• except as otherwise described in the following bullets, cash flows in respect of the Receivables are calculated using the assumptions described under the heading “Prepayment and Yield Considerations”;

• [for each pool of Receivables described in this prospectus, the initial principal amount of the Notes is as set forth on the cover of this prospectus, except with respect to the Class [ ]-[ ] Notes as described below.]

• [when the allocation of the initial principal amount of the Class [ ]-[ ] Notes is determined on or before the date of pricing, [if the aggregate initial principal amount of the Notes is $[ ], the maximum amount of Class [ ]-[ ]a Notes that would be issued is $[ ] (in which case, $0 of Class [ ]-[ ]b Notes would be issued) and the minimum amount of Class [ ]-[ ]a Notes that would be issued is $[ ] (in which case, $[ ] of Class [ ]-[ ]b Notes would be issued) and, if the aggregate initial principal amount of the Notes is $[ ],] the maximum amount of Class [ ]-[ ]]2a Notes that would be issued is $[ ] (in which case, $0 of Class [ []-[ ]b Notes would be issued) and the minimum amount of Class [ ]-[ ]a Notes that would be issued is $[ ] (in which case, $[ ] of Class [ ]-[ ]b Notes would be issued).]

• [interest accrues on the Notes at [either end of the range of] the rates described above [and interest on the Class [ ] Notes will be calculated on the basis of the actual number of days occurring in the related period for which interest is payable divided by 360] [and] interest on the Class [ ] Notes will be calculated on the basis of a 360-day year consisting of twelve 30-day months] [One-Month LIBOR is assumed to reset consistent with the applicable forward rate curve as of [    ], 20[    ]];

• Receivables prepay at a [ ]% ABS rate as described in one of the various prepayment scenarios set forth in “Prepayment and Yield Considerations” and proceeds related to prepayments equal the outstanding principal balance of the related Receivable.

• the delinquency trigger related to an asset representations review does not occur;

• [cash flows from the Receivables are calculated using the scheduled payments adjusted for assumptions regarding prepayments and net losses as described below;]

• [a projected net loss rate as a percentage of the aggregate principal balance of the Receivables as of the Cutoff Date of [ ]%, which will assume that [35%] of losses occur in each of the [first two] years after the [Initial] Cutoff Date, [20%] of losses occur in the [third] year after the Cutoff Date and [10%] of losses occur in the [fourth] year after the [Initial] Cutoff Date.] [cumulative net losses on the Receivables, as a percentage of the initial Pool Balance, occur each month at the following rates:]

Month	Cumulative Net Loss		Month		Cumulative Net Loss		Month		Cumulative Net Loss
1		%		17		%		33		%
2		%		18		%		34		%
3		%		19		%		35		%
4		%		20		%		36		%
5		%		21		%		37		%

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6	%	22	%	38	%
7	%	23	%	39	%
8	%	24	%	40	%
9	%	25	%	41	%
10	%	26	%	42	%
11	%	27	%	43	%
12	%	28	%	44	%
13	%	29	%	45	%
14	%	30	%	46	%
15	%	31	%	47	%
16	%	32	%	48	%

• [the recovery rate on Charged-Off Receivables is [50]% of the outstanding principal balance of such Charged-Off Receivables, and the time to recovery is [90] days;] and

• cash flows distributable to the holders of the certificates are discounted at [ ]%.]

The Sponsor developed these inputs and assumptions by considering the following factors:

• Discount rate applicable to initial note value and aggregate initial principal amount of the Notes—determined considering the composition of the Receivables, pricing of the Notes and interest rates on the Notes;

• Interest rates of the Notes—based on current market credit spreads and interest rates and credit spreads for prior securitization transactions of Carvana.

• ABS rate—estimated considering the composition of the Receivables and the performance of its prior securitized pools;

• Cumulative net loss rate—estimated using assumptions for both the magnitude of lifetime cumulative net losses and the shape of the cumulative net loss curve. The lifetime cumulative net loss assumption and shape of the cumulative net loss curve was developed considering the composition of the Receivables, the performance of prior securitized pools described in “Static Pool Information,” the performance of Carvana’s overall receivable portfolio with similar attributes to that of the securitized pool from the past [•] years, current economic conditions, and the cumulative net loss assumptions of the Hired Rating Agencies. Default and recovery rate estimates are included in the cumulative net loss assumption; and

• Discount rate applicable to the residual cash flows to which the certificates are entitled—estimated to reflect the credit exposure to the certificates cash flows, considering, among other items, discount rate assumptions for securitization transactions with similarly-structured residual interests, qualitative factors that consider the subordinate nature of the first-loss exposure, and the rate of return that third-party investors would require to purchase residual interests similar to the certificates.

[Carvana believes that the inputs and assumptions described above include the inputs and assumptions that could have a material impact on the fair value calculation or a prospective investor’s ability to evaluate the fair value calculation. The fair value of the Securities was calculated based on the assumptions described above, including the assumptions regarding the characteristics and performance of the Receivables, which will differ from the actual characteristics and performance of the Receivables. You should be sure you understand these assumptions when considering the fair value calculation.]

[Carvana will recalculate the fair value of Securities following the Closing Date to reflect the issuance of the Notes and any material changes in the methodology or inputs and assumptions described above. The first monthly statement to investors following the Closing Date will include [any material differences or changes in the variables used, as well as updated information regarding the fair value of the retained [Class [    ] Notes or] Certificates.]]: [(1) the fair value of the Certificates as a percentage of the sum of the fair value of the Securities and as a dollar amount; [(2) the amount deposited to the Reserve Account as a percentage of the sum of the fair value of the Securities as of the Closing Date and as a dollar amount;][ (3) the total of (1) and (2);] and [(3)] a description of any material changes in the methodology or inputs and assumptions used to calculate the fair value.]

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AFFILIATIONS AND RELATIONSHIPS AMONG TRANSACTION PARTIES

[Neither the] [The] Owner Trustee [nor the Grantor Trust Trustee] is [not] an affiliate of any of Carvana, the Depositor, the Issuing Entity, [the Grantor Trust,] the Servicer, [the Backup Servicer,] the Indenture Trustee, or the Asset Representations Reviewer. The Owner Trustee [and the Grantor Trust Trustee] and one or more of [its] [their] affiliates may, from time to time, engage in transactions with Carvana, the Depositor, the Servicer, [the Backup Servicer,] the Indenture Trustee, or affiliates of any of them, that are distinct from its role as owner trustee [or Grantor Trust Trustee], including transactions both related and unrelated to the securitization of motor vehicle receivables. [Add description of specific transactions if material to investors in the Notes.]

[The Indenture Trustee is not an affiliate of any of Carvana, the Depositor, the Issuing Entity, [the Grantor Trust,] the Servicer, [the Backup Servicer,] the Owner Trustee, [the Grantor Trust Trustee], or the Asset Representations Reviewer. The Indenture Trustee and one or more of its affiliates, however, may, from time to time, engage in transactions with Carvana, the Depositor, the Servicer, [the Backup Servicer,] the Owner Trustee, [the Grantor Trust Trustee,] or affiliates of any of them, that are distinct from its role as indenture trustee, including transactions both related and unrelated to the securitization of motor vehicle receivables.]

[The Asset Representations Reviewer is not an affiliate of any of Carvana, the Depositor, the Issuing Entity, [the Grantor Trust,] the Servicer, [the Backup Servicer,] the Indenture Trustee, [or] the Owner Trustee[, or the Grantor Trust Trustee]. Nevertheless, Carvana, the Depositor, and the Servicer may, from time to time, engage in arm’s-length transactions with the Asset Representations Reviewer or its affiliates, including transactions both related and unrelated to the securitization of motor vehicle receivables. [Add description of specific transactions involving the securitized assets or the securitization if material to investors in the Notes.]

[[                ], an underwriter for the Offered Notes, and [                ], the [Swap] [Cap] Counterparty, are affiliates and engage in transactions with each other involving securitizations.]

Carvana and the Depositor are affiliates and may in the future engage in other transactions with each other involving securitizations and sales of motor vehicle receivables. Carvana caused the Depositor to form the Issuing Entity [and the Grantor Trust]. [Add description of specific transactions if material to investors in the Notes.]

The Servicer is an affiliate of Carvana and services all of the motor vehicle receivables originated by Carvana, including contracts that Carvana has securitized or sold. Carvana has also contracted with affiliates of the Servicer for certain administrative services. [Add description of specific transactions if material to investors in the Notes.]

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RATINGS

The Depositor expects that the Offered Notes will receive credit ratings from [at least] [two] Hired Rating Agencies.

The Hired Rating Agencies have discretion to monitor and adjust the ratings on the Offered Notes.

The Offered Notes may receive an unsolicited rating from a rating agency not hired by Carvana that is different from the ratings provided by the Hired Rating Agencies. As of the date of this prospectus, we are not aware of any unsolicited ratings on the Offered Notes. A rating, or a change or withdrawal of a rating, by one rating agency will not necessarily correspond to a rating, or a change or a withdrawal of a rating, from any other rating agency. See “Risk Factors—The ratings for the Notes are limited in scope, may be unsolicited, may not continue to be issued and do not consider the suitability of the Notes for you.”

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LEGAL PROCEEDINGS

[There are no current legal proceedings pending, or to the knowledge of management of such entity, threatened, against Carvana, the Depositor, the Issuing Entity, [the Grantor Trust,] [or] the Servicer[, or the Backup Servicer] [, or the [Swap] [Cap] Counterparty], or against the property of any such transaction party, that, if determined adversely to such party, would be material to holders of the Notes.]

Other than as described in “Indenture Trustee” and “Owner Trustee [and Grantor Trust Trustee],” each of the Indenture Trustee[, and] the Owner Trustee[, and the Grantor Trust Trustee] has represented to the Depositor and the Issuing Entity that as of the date of this prospectus, there are no current legal proceedings, nor is management aware of any legal proceedings threatened, involving the Indenture Trustee[, and] the Owner Trustee[, and the Grantor Trust Trustee], respectively, that, individually or in the aggregate, would have a material adverse impact on investors in the Notes or the certificates.

[Describe any legal proceedings against Carvana, the Depositor, the Issuing Entity, the Grantor Trust, the Servicer, the Indenture Trustee, the Owner Trustee, or the Grantor Trust Trustee that are material to Noteholders.]

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LEGAL OPINIONS

Some legal matters relating to the Offered Notes, including certain federal income tax matters with respect to the Notes (other than any Notes retained by Carvana or one or more of its majority-owned affiliates on the Closing Date), will be passed upon for Carvana and the Depositor by Kirkland & Ellis LLP. Some legal matters relating to the Notes (other than any Notes retained by Carvana or one or more of its majority-owned affiliates on the Closing Date) will be passed upon for the underwriters by Sidley Austin LLP.

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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The SEC allows us to “incorporate by reference” information filed with it by Carvana or the Depositor on behalf of the Issuing Entity, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus. Information incorporated by reference that we file later with the SEC will automatically update the information in this prospectus. In all cases, you should rely on the later information incorporated by reference over different information included in this prospectus.

The Issuing Entity incorporates the asset level data and information included as exhibits to the Form ABS-EE filed with the SEC by the date of filing of this prospectus with the SEC. The Issuing Entity also incorporates by reference any current reports on Form 8-K later filed by or on behalf of the Issuing Entity before the termination of this offering. Any Form ABS-15G furnished by Carvana pursuant to Rule 15Ga-2 of the Exchange Act is not, and will not be, incorporated by reference into this prospectus or the registration statement.

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WHERE YOU CAN FIND MORE INFORMATION

The Depositor filed a registration statement relating to the Offered Notes with the SEC under the Securities Act. This prospectus is part of the registration statement, but the registration statement includes additional information.

The Depositor will file with the SEC all required annual reports on Form 10-K, including registered public accounting firm attestation reports and servicer compliance statements, monthly distribution reports on Form 10-D, monthly asset level data files and related documents on Form ABS-EE, current reports on Form 8-K, and amendments to those reports about the Issuing Entity under Carvana Auto Receivables Trust 20[ ]-[ ], SEC file number 333-[ ]. These reports will be made available on the world wide web at http://www.[insert Carvana website]. Our SEC filings are also available to the public on the SEC Internet site, http://www.sec.gov.

For a summary of reports to be provided to investors, see “Statements to Investors.”

COPIES OF THE DOCUMENTS

You may obtain a free copy of any or all of the documents incorporated by reference into this prospectus if:

• you received this prospectus; and

• you request such copies from Carvana, LLC, 1930 W. Rio Salado Parkway, Tempe, Arizona 85281; telephone: [(480) 719-8809].

You may obtain copies of exhibits to the documents filed by us with the SEC only if such exhibits are specifically incorporated by reference in such documents. You may also read these materials through the SEC’s EDGAR system at http://www.sec.gov.

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GLOSSARY

[“Accumulation Account” means the account so designated, established and maintained pursuant to the Indenture.]

“Aggregate Note Principal Amount” means the sum of the aggregate outstanding principal amount for all classes of Notes.

“Aggregate Priority Principal Distributable Amount” of “Aggregate Priority PDA” means the sum of the (i) the First Priority PDA, (ii) the Second Priority PDA, (iii) the Third Priority PDA, (iv) the Fourth Priority PDA, and (v) the Fifth Priority PDA.

“Annual Percentage Rate” or “APR” means, with respect to a Receivable, the rate per annum of finance charges stated in such Receivable as the “annual percentage rate” (within the meaning of the Federal Truth-in-Lending Act).

“Available Funds” means, with respect to any Distribution Date, an amount equal to (a) the Collections for the related Collection Period [and all proceeds from the sale or other disposition of the Grantor Trust Collateral] relating to the exercise by the Servicer (or its designee) of its clean-up call redemption option pursuant to the Servicing Agreement [or by the Depositor of its redemption option], [plus (b) investment earnings on funds deposited in the Accumulation Account] [plus (c) net amount, if any, paid by the [Swap] [Cap] Counterparty pursuant to any interest rate [swap] [cap]] but excluding (i) any proceeds received from the sale of a Charged-Off Receivable to a Charged-Off Receivable purchaser while the [Issuing Entity] [Grantor Trust] has repurchase obligations to such Charged-Off Receivable purchaser with respect to such Charged-Off Receivable, (ii) any investment earnings on any concentration account, the Collection Account and the Reserve Account and (iii) Supplemental Servicing Fees minus [(b)][(c)][(d)] liquidation expenses for that Distribution Date and the related Collection Period.

“Bankruptcy Code” means the United States Bankruptcy Code (Title 11 of the United States Code).

[“Benchmark” means (a) initially, One-Month LIBOR and (b) if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to One-Month LIBOR or the then-current Benchmark, the applicable Benchmark Replacement.

“Benchmark Determination Date” means (a) if the Benchmark is One-Month LIBOR, the LIBOR Determination Date, (b) if the Benchmark is Term SOFR, the date that is [two] Business Days before the first day of the applicable interest accrual period, (c) if the Benchmark is Compounded SOFR, the date that is [five] Business Days before the last day of the applicable interest accrual period and (d) if the Benchmark is any other rate, the date determined by the Issuing Entity in accordance with the Indenture.

“Benchmark Replacement” means the first alternative set forth in the order below that can be determined by the Issuing Entity as of the Benchmark Replacement Date:

(1) the sum of (a) Term SOFR and (b) the Benchmark Replacement Adjustment,

(2) the sum of (a) Compounded SOFR and (b) the Benchmark Replacement Adjustment,

(3) the sum of (a) the alternate rate of interest that has been selected or recommended by the Relevant Governmental Body as the replacement for the then-current Benchmark for the applicable corresponding tenor and (b) the Benchmark Replacement Adjustment, or

(4) the sum of (a) the alternate rate of interest that has been selected by the Issuing Entity in its reasonable discretion as the replacement for the then-current Benchmark for the applicable corresponding tenor and (b) the Benchmark Replacement Adjustment.

“Benchmark Replacement Adjustment” means the first alternative set forth in the order below that can be determined by the Issuing Entity as of the Benchmark Replacement Date:

(1) the spread adjustment, or method for calculating or determining such spread adjustment (which may be a positive or negative value or zero) that has been selected or recommended by the Relevant Governmental Body for the applicable Unadjusted Benchmark Replacement, or

(2) the spread adjustment (which may be a positive or negative value or zero) that has been selected by the Issuing Entity in its reasonable discretion for the replacement of the then-current Benchmark with the applicable Unadjusted Benchmark Replacement.

“Benchmark Replacement Conforming Changes” mean any technical, administrative or operational changes (including changes to the timing and frequency of determining rates, the process of making payments of interest and other administrative matters) that the Issuing Entity decides may be appropriate to reflect the adoption of such Benchmark Replacement in a manner substantially consistent with market practice (or, if the Issuing Entity decides that adoption of any portion of such market practice is not administratively feasible or if the Issuing Entity determines that no market practice for use of the Benchmark Replacement exists, in such other manner as the Issuing Entity determines is reasonably necessary)

“Benchmark Replacement Date” means:

(1) in the case of clause (1) or (2) of the definition of Benchmark Transition Event, the later of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of the Benchmark permanently or indefinitely ceases to provide the Benchmark, or

(2) in the case of clause (3) of the definition of Benchmark Transition Event, the date of the public statement or publication of information referenced therein.

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For the avoidance of doubt, if the event giving rise to the Benchmark Replacement Date occurs on a Benchmark Determination Date, but earlier than the Reference Time for that Benchmark Determination Date, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination.

“Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark:

(1) a public statement or publication of information by or on behalf of the administrator of the Benchmark announcing that such administrator has ceased or will cease to provide the Benchmark, permanently or indefinitely; provided, that, at the time of such statement or publication, there is no successor administrator that will continue to provide the Benchmark,

(2) a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark, the central bank for the currency of the Benchmark, an insolvency official with jurisdiction over the administrator for the Benchmark, a resolution authority with jurisdiction over the administrator for the Benchmark or a court or an entity with similar insolvency or resolution authority over the administrator for the Benchmark, which states that the administrator of the Benchmark has ceased or will cease to provide the Benchmark permanently or indefinitely; provided, that, at the time of such statement or publication, there is no successor administrator that will continue to provide the Benchmark, or

(3) a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark announcing that the Benchmark is no longer representative of the underlying market or economic reality or may no longer be used.]

“Business Day” means, any day other than a Saturday, a Sunday or any other day on which banking institutions are not required or authorized to be closed in [Wilmington], Delaware, New York, New York, [add additional locations as appropriate], the state of Arizona or the State in which the executive offices of the Servicer is located.

“Certificate Distribution Account” means the account, if applicable, designated as such, established and maintained pursuant to the Trust Agreement.

“Charged-Off Receivable” means a Receivable which has been charged off by the Servicer at the earlier of (a) the date notice of intent to sell a repossessed vehicle expires or (b) the end of the calendar month in which more than [10]% of a scheduled payment is more than [120] days past due from the [scheduled] due date for such payment.

“Class A Notes” means, collectively, the Class A-1 Notes, the Class A-2 Notes, and the Class A-3 Notes.

“Class A-1 Notes” means the     % Asset Backed Notes, Class A-1 in the initial aggregate principal balance of $        issued pursuant to the Indenture.

“Class A-2[a/b] Notes” means the    % Asset Backed Notes, Class A-2[a/b] in the initial aggregate principal balance of $        issued pursuant to the Indenture.

“Class A-3 Notes” means the    % Asset Backed Notes, Class A-3 in the initial aggregate principal balance of $        issued pursuant to the Indenture.

“Class B Notes” means the    % Asset Backed Notes, Class B in the initial aggregate principal balance of $        issued pursuant to the Indenture.

“Class C Notes” means the    % Asset Backed Notes, Class C in the initial aggregate principal balance of $        issued pursuant to the Indenture.

“Class D Notes” means the    % Asset Backed Notes, Class D in the initial aggregate principal balance of $        issued pursuant to the Indenture.

“Class E Notes” means the    % Asset Backed Notes, Class E in the initial aggregate principal balance of $        issued pursuant to the Indenture.]

[“Class N Notes” means the    % Asset Backed Notes, Class N in the initial aggregate principal balance of $        issued pursuant to the Indenture.

“Class N Reserve Account” means the account designated as such, established and maintained pursuant to the Indenture.

[“Class N Reserve Account Initial Deposit” means $[ ].]

[“Class RR Notes” means the Asset Backed Notes, Class RR Notes issued pursuant to the Indenture.]

[“Class XS Notes” means the Asset Backed Notes, Class XS Notes issued pursuant to the Indenture.]

“Collateral” means the Issuing Entity Collateral [and the Grantor Trust Collateral].

“Collection Account” means the account designated as such, established and maintained pursuant to the Indenture.

“Collection Period” means with respect to a Distribution Date, the calendar month preceding the month in which such Distribution Date occurs, except that with respect to the first Distribution Date, the Collection Period will be the period from and including the Cutoff Date to the end of the calendar month preceding such Distribution Date.

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“Collections” means all cash collections and other cash proceeds of the Receivables and Collateral, including all payments of principal, Interest Collections, Supplemental Servicing Fees, Liquidation Proceeds, any amounts received in connection with any repurchase of any Receivable by Carvana under the Receivables Purchase Agreement, the Depositor under the Receivables Transfer Agreement and the Issuing Entity under the Receivables Contribution Agreement, and any amounts received in connection with any indemnity payments from the Servicer with respect to actual breaches of certain covenants in the Servicing Agreement and any funds received by the Issuing Entity, the Depositor or the Servicer from the Receivables and Collateral received during any Collection Period.

[“Compounded SOFR” means, for any interest accrual period, the compounded average, in arrears, of the SOFRs for each day of such interest accrual period, as determined on the Benchmark Determination Date for such interest accrual period, with the rate, or methodology for this rate, and conventions for this rate (which will include a five Business Day suspension period as a mechanism to determine the interest amount payable prior to the end of each interest accrual period, such that the SOFR on the Benchmark Determination Date will apply for each day in the interest accrual period following the Benchmark Determination Date) being established by the Issuing Entity in accordance with:

(1) the rate, or methodology for this rate, and conventions for this rate selected or recommended by the Relevant Governmental Body for determining Compounded SOFR, or

(2) if, and to the extent that, the Issuing Entity determines that Compounded SOFR cannot be determined in accordance with clause (1) above, then, the rate, or methodology for this rate, and conventions for this rate that have been selected by the Issuing Entity in its reasonable discretion.]

“Default” means any occurrence that is, or with notice or the lapse of time or both would become, an Event of Default.

“Designated Accounts” means the Collection Account, the Note Distribution Account, [the Negative Carry Account,] [the Pre-Funding Account,] [the Accumulation Account,] and the Reserve Account, collectively.

“Dodd-Frank Act” means the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, as amended.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“FATCA” means Sections 1471 through 1474 of the Code (or any amended or successor version thereof) and any current or future regulations or official interpretations thereof.

“FDIC” means the Federal Deposit Insurance Corporation.

“Fifth Priority Principal Distributable Amount” or “Fifth Priority PDA” means, with respect to any Distribution Date, an amount, not less than zero, equal to the difference between (i) the excess, if any, of (a) the aggregate outstanding principal amount of the Class A Notes, the Class B Notes, the Class C Notes, the Class D Notes and the Class E Notes as of, for the first Distribution Date, the Closing Date, and for subsequent Distribution Dates, the preceding Distribution Date (after giving effect to any principal payments made on the Notes on such preceding Distribution Date) over (b) the Pool Balance as of the close of business on the last day of the related Collection Period, and (ii) the sum of (a) the First Priority Principal Distributable Amount, if any, with respect to such Distribution Date, (b) the Second Priority Principal Distributable Amount, if any, with respect to such Distribution Date, (c) the Third Priority Principal Distributable Amount, if any, with respect to such Distribution Date and (d) the Fourth Priority Principal Distributable Amount, if any, with respect to such Distribution Date; provided, however, that the Fifth Priority Principal Distributable Amount for each Distribution Date on and after the Final Scheduled Distribution Date for the Class E Notes will equal the greater of (i) the amount otherwise calculated pursuant to this definition and (ii) the outstanding principal amount of the Class E Notes as of the day preceding such Distribution Date.

“Final Scheduled Distribution Date” means for the final scheduled Distribution Dates set forth in “Prospectus Summary—The Offered Notes.”

“First Priority Principal Distributable Amount” or “First Priority PDA” means, with respect to any Distribution Date, an amount equal to the excess, if any, of (i) the aggregate outstanding principal amount of the Class A Notes as of, for the first Distribution Date, the Closing Date, and for subsequent Distribution Dates, the preceding Distribution Date (after giving effect to any principal payments made on the Class A Notes on such preceding Distribution Date) over (ii) the Pool Balance as of the close of business on the last day of the related Collection Period; provided, however, that the First Priority Principal Distributable Amount for each Distribution Date on and after the Final Scheduled Distribution Date for any Class of Class A Notes will equal the greater of (i) the amount otherwise calculated pursuant to this definition and (ii) the outstanding principal amount of the Class A Notes of such Class as of the day preceding such Distribution Date.

“Fourth Priority Principal Distributable Amount” or “Fourth Priority PDA” means, with respect to any Distribution Date, an amount, not less than zero, equal to the difference between (i) the excess, if any, of (a) the aggregate outstanding principal amount of Class A Notes, the Class B Notes, the Class C Notes and the Class D Notes as of, for the first Distribution Date, the Closing Date, and for subsequent Distribution Dates, the preceding Distribution Date (after giving effect to any principal payments made on the Notes on such preceding Distribution Date) over (b) the Pool Balance as of the close of business on the last day of the related Collection Period, and (ii) the sum of (a) the First Priority Principal Distributable Amount, if any, with respect to such Distribution Date, (b) the Second Priority Principal Distributable Amount, if any, with respect to such Distribution Date, and (c) the Third Priority Principal Distributable Amount, if any, with respect to such Distribution Date; provided, however, that the Fourth Priority Principal Distributable Amount for each Distribution Date on and after the Final Scheduled Distribution Date for the Class D Notes will equal the greater of (i) the amount otherwise calculated pursuant to this definition and (ii) the outstanding principal amount of the Class D Notes as of the day preceding such Distribution Date.

[“Grantor Trust Collateral” has the meaning defined in granting clause of the Indenture.]

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“Holder” means the person in whose name a note or certificate is registered on the note register or the certificate register, as applicable.

“Insurance Proceeds” means any amounts payable or any payments made under any insurance policy.

“Interest Collections” means all amounts received in respect of any interest, or other similar charges on a Receivable (excluding late fees, extension fees, insufficient funds fees and other administrative fees and expenses), from or on behalf of obligors that are to be deposited into the Collection Account.

“Investment Company Act” means the Investment Company Act of 1940, as amended.

“Issuing Entity Collateral” has the meaning defined in granting clause of the Indenture.

“Liquidation Proceeds” means, for any Collection Period and any Charged-Off Receivable, the amount (which will not be less than zero) received by the Servicer and deposited into the Collection Account after a Receivable becomes a Charged-Off Receivable, in connection with the attempted realization of the full amounts due or to become due under such Receivable, whether from the sale or other disposition of the related financed vehicle, the proceeds of repossession or any collection effort, the proceeds of recourse or similar payments payable under the related Receivable, receipt of Insurance Proceeds or otherwise, net of any amounts required by law to be remitted to the related obligor.

[“London Business Day” means, any day other than a Saturday, a Sunday or any other day on which banking institutions in London are not required or authorized to be closed.]

“Note Distribution Account” means the account, if applicable, designated as such, established and maintained pursuant to the Indenture.

“Noteholders” means the holders of record of the Notes pursuant to the Indenture and, with respect to any Class of Notes, holders of record of such Class of Notes pursuant to the Indenture.

“Pool Balance” means as of the last day of any Collection Period, the sum of the principal balances of the Receivables as of such last day[; except that, that if the Receivables are purchased in connection with a clean-up call [or redemption] or are sold or otherwise liquidated by the Indenture Trustee following an Event of Default pursuant to the Indenture, the Pool Balance will be deemed to be zero as of the last day of the Collection Period during which such purchase, sale or other liquidation occurs].

[“Pre-Funded Amount” means the amount approximately equal to the excess of the [Aggregate Note Principal Amount] [plus the initial overcollateralization amount] over the aggregate Principal Balance of Initial Pool as of the Initial Cutoff Date that is deposited into the Pre-Funding Account on the Closing Date.]

“Principal Balance” means with respect to any Receivable as of any date of determination, the outstanding principal balance of such Receivable as of such day, except that as of the date on which a Receivable becomes a Charged-Off Receivable, the Principal Balance of such Receivable will be zero.

“Rating Agency Condition” means, with respect to any action, the condition that (a) each Hired Rating Agency shall have been given at least [ten (10)] days prior notice of that action and that (b) none of the Sponsor, the Depositor, the Issuing Entity or the Indenture Trustee shall have received notice from any Hired Rating Agency that such action shall result in a downgrade or withdrawal of the then current rating of the Notes.

[“Reference Bank Rate” means for any Distribution Date, a rate determined on the basis of the rates at which deposits in U.S. dollars are offered by reference banks as of 11:00 a.m., London time, on the day that is two London Business Days prior to the immediately preceding Distribution Date (or, in the case of the initial Distribution Date, the day that is two London Business Days prior to the Closing Date) to prime banks in the London interbank market for a period of one month, in amounts approximately equal to [with respect to the calculation of the Specified Reserve Account Balance, the excess of the outstanding principal balance of the Notes over the aggregate Receivables principal balance and with respect to the interest payable on floating rate notes,] the then outstanding principal balance of the applicable class or tranche of floating rate notes. The reference banks will be four major banks that are engaged in transactions in the London interbank market, selected by the Indenture Trustee after consultation with the Depositor. The Indenture Trustee will request the principal London office of each of the reference banks to provide a quotation of its rate. If at least two quotations are provided, the rate will be the arithmetic mean of the quotations, rounded upwards to the nearest one-sixteenth of one percent. If on that date fewer than two quotations are provided as requested, the rate will be the arithmetic mean, rounded upwards to the nearest one-sixteenth of one percent, of the rates quoted by one or more major banks in New York City, selected by the Indenture Trustee after consultation with the Depositor, as of 11:00 a.m., New York City time, on that date to leading European banks for U.S. dollar deposits for a period of one month in amounts approximately equal to with respect to the calculation of the Specified Reserve Account Balance, the excess of the outstanding principal balance of the Notes over the aggregate Receivables principal balance and with respect to the interest payable on floating rate notes, the then outstanding principal balance of the applicable class or tranche of floating rate notes. If no quotation can be obtained, then [One]-Month LIBOR will be the rate from the prior Distribution Date.]

[“Reference Time” means, for any interest accrual period, (a) if the Benchmark is One-Month LIBOR, 11:00 a.m. (London time) on the Benchmark Determination Date, and (b) if the Benchmark is a rate other than One-Month LIBOR, the time on the Benchmark Determination Date determined by the Issuing Entity in accordance with a Benchmark Replacement Conforming Change, as described below.]

“Regular Principal Distributable Amount” or “Regular PDA” means, with respect to the Notes, for any Distribution Date, the lesser of: (A) the Aggregate Note Principal Amount as of the close of the immediately preceding Distribution Date reduced by the Aggregate Priority PDA, if any, with respect to such Distribution Date; and (B) the remainder, if any, of: (1) the excess of the (x) sum of the Aggregate Note Principal Amount as of the day preceding such Distribution Date and the Overcollateralization Target Amount for such Distribution Date over (y) the Pool Balance as of the close of business on the last day of the related Collection Period minus (2) the Aggregate Priority PDA, if any, with respect to such Distribution Date.

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“Regulation AB” means Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1125, as such may be amended from time to time and subject to such clarification and interpretation as have been provided by the SEC in the adopting releases (Asset-Backed Securities, Securities Act Release No. 33-8518. 70 Fed. Reg. 1,506, 1,531 (January 7, 2005) and Asset-Backed Securities Disclosure and Registration, Securities Act Release No. 33-9638, 79 Fed. Reg. 57, 184 (September 24, 2014)) or by the staff of the SEC, or as may be provided by the SEC or its staff from time to time.

[“Relevant Governmental Body” means the Federal Reserve Board and/or the FRBNY, or a committee officially endorsed or convened by the Federal Reserve Board and/or the FRBNY, or any successor thereto.]

“Reserve Account” means the account designated as such, established and maintained pursuant to the Indenture. [The Reserve Account is expected to satisfy the requirements for an “eligible horizontal cash reserve account” under Regulation RR.]

“Reserve Account Initial Deposit” means $[    ].

[“Reserve Account Subsequent Transfer Deposit” means [    ].]

“SEC” means the U.S. Securities and Exchange Commission.

“Second Priority Principal Distributable Amount” or “Second Priority PDA” means, with respect to any Distribution Date, an amount, not less than zero, equal to the difference between (i) the excess, if any, of (a) the aggregate outstanding principal amount of the Class A Notes and the Class B Notes as of, for the first Distribution Date, the Closing Date, and for subsequent Distribution Dates, the preceding Distribution Date (after giving effect to any principal payments made on the Class A Notes and the Class B Notes on such preceding Distribution Date) over (b) the Pool Balance as of the close of business on the last day of the related Collection Period, and (ii) the First Priority Principal Distributable Amount, if any, with respect to such Distribution Date; provided, however, that the Second Priority Principal Distributable Amount for each Distribution Date on and after the Final Scheduled Distribution Date for the Class B Notes will equal the greater of (i) the amount otherwise calculated pursuant to this definition and (ii) the outstanding principal amount of the Class B Notes as of the day preceding such Distribution Date.

“Securities Act” means the Securities Act of 1933, as amended.

[“Senior Swap Termination Payments” means any swap termination payments payable by the Issuing Entity as a result of the termination on an interest rate swap relating to the [Class A Notes] due to (1) a tax event or illegality under that interest rate swap or (2) any other Event of Default or termination event under that interest rate swap, unless, in the case of this clause (2), the applicable Swap Counterparty is the defaulting party or the sole affected party.]

“Short-Term Note” means any offered note that has a fixed maturity date of not more than one year from the issue date of that offered note.

[“SOFR” means, with respect to any day, the secured overnight financing rate published for such day by the FRBNY, as the administrator of the benchmark, (or a successor administrator) on the FRBNY’s website.]

[“Subordinate Swap Termination Payments” mean any swap termination payments other than Senior Swap Termination Payments payable by the Issuing Entity as a result of the early termination of the interest rate swap relating to the Class A Notes.]

[“Target Reinvestment Amount” means, as of any Distribution Date during the Revolving Period, the excess, if any, of the aggregate principal amount of the Notes as of the preceding Distribution Date or the Closing Date, as applicable, plus the Overcollateralization Target Amount over the aggregate Receivables principal balance as of the last day of the monthly period related to the then current Distribution Date.]

[“Term SOFR” means the forward-looking term rate for the applicable corresponding tenor based on SOFR that has been selected or recommended by the Relevant Governmental Body. The “corresponding tenor” will be a tenor (including overnight) having approximately the same length (disregarding Business Day adjustment) as the applicable tenor for the then-current Benchmark.]

“Third Priority Principal Distributable Amount” or “Third Priority PDA” means, with respect to any Distribution Date, an amount, not less than zero, equal to the difference between (i) the excess, if any, of (a) the aggregate outstanding principal amount of the Class A Notes, the Class B Notes and the Class C Notes as of, for the first Distribution Date, the Closing Date, and for subsequent Distribution Dates, the preceding Distribution Date (after giving effect to any principal payments made on the Class A Notes, the Class B Notes and the Class C Notes on such preceding Distribution Date) over (b) the Pool Balance as of the close of business on the last day of the related Collection Period, and (ii) the sum of (a) the First Priority Principal Distributable Amount, if any, with respect to such Distribution Date and (b) the Second Priority Principal Distributable Amount, if any, with respect to such Distribution Date; provided, however, that the Third Priority Principal Distributable Amount for each Distribution Date on and after the Final Scheduled Distribution Date for the Class C Notes will equal the greater of (i) the amount otherwise calculated pursuant to this definition and (ii) the outstanding principal amount of the Class C Notes as of the day preceding such Distribution Date.

“Trust Indenture Act” means the Trust Indenture Act of 1939, as amended.

“UCC” means the Uniform Commercial Code as in effect in the relevant jurisdiction from time to time.

[“Unadjusted Benchmark Replacement” means the Benchmark Replacement excluding the Benchmark Replacement Adjustment.]

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Annex I

STATIC POOL INFORMATION

The following information represents delinquencies, prepayments and cumulative net losses with respect to (a) historical loan originations relating to all obligors, regardless of Deal Score, by vintage origination year within the preceding [ ] years, (b) comparable historical loan originations within the preceding [ ] years, [(c) selected privately offered retail securitized pools,] [and (d) comparable publicly offered retail securitized pools] are included in Annex I to this prospectus. This static pool is incorporated by reference into this prospectus. [Substantially all of the Receivables comprising the [Initial] Pool are considered non-prime.]

The characteristics of Receivables included in the static pool data below, as well as the social, economic and other conditions existing at the time when those Receivables were originated and repaid, may vary materially from the characteristics of the Receivables in the transaction described in the prospectus and the social, economic and other conditions existing at the time when these Receivables were originated and those that will exist in the future when they are required to be repaid. Losses, prepayments and delinquencies for the pool of Receivables in the transaction described in the prospectus may differ from the information shown below for prior securitized pools.

[Insert disclosure required by Item 1105, including appropriate introductory and explanatory information to introduce the characteristics, the methodology used in determining or calculating the characteristics and any terms or abbreviations used. Include a description of how the specified pools differ from the pool underlying the securities being offered, such as the extent to which the pool underlying the securities being offered was originated with the same or differing underwriting criteria, loan terms, and risk tolerances than the specified pools presented]

[The delinquency, cumulative static net loss and prepayment information in this Annex I will be presented in graphical format to the extent such presentation would aid in the understanding of the table data.]

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Carvana Auto Receivables Trust 20[    ]-[    ]

Issuing Entity

Carvana, LLC Sponsor and Administrator	Carvana Receivables Depositor LLC Depositor
Bridgecrest Credit Company, LLC Servicer	[                ] Indenture Trustee

PROSPECTUS

No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus. You must not rely on any unauthorized information or representations. This prospectus is an offer to sell only the Offered Notes, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of the date of this prospectus. Until 90 days after the date of this prospectus, all dealers effecting transactions in the Offered Notes, whether or not participating in this distribution, may be required to deliver a prospectus. This delivery requirement is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

[Underwriters]

The date of this Prospectus is [                ] [    ], 20[    ]

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 12. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth the estimated expenses to be incurred in connection with the offering of the securities, other than underwriting discounts and commissions, described in this Registration Statement:

Securities and Exchange Commission registration fee(1)	$	2,000,000
Printing costs		650,000
Legal fees		5,000,000
Trustee fees and expenses		350,000
Accountant’s fees		1,400,000
Rating Agencies’ fees		6,000,000
Miscellaneous expenses		400,000
Total	$	15,800,000

(1) The registration fee for the securities to be offered has been estimated for purposes of this table and is deferred in accordance with Rules 456(c) and 457(s) of the Securities Act of 1933.

ITEM 13. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The following is a summary of the statutes, limited liability company agreement or other arrangements under which the Registrant’s directors and officers are insured or indemnified against liability in their capacities as such.

Delaware Limited Liability Company Act

Section 18-108 of the Delaware Limited Liability Company Act provides that, subject to the standards and restrictions, if any, as are described in its limited liability company agreement, a limited liability company may, and shall have the power to, indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever.

Limited Liability Company Agreement

The Registrant was formed under the laws of Delaware. The limited liability company agreement of the Registrant provides, in effect, that, subject to certain limited exceptions, it will indemnify and advance expenses to any special member, director or officer (collectively, the “Covered Persons”) of the Registrant, in the manner, and to the fullest extent permitted by applicable law as it presently exists, or may hereafter be amended, against any and all amounts (including judgments, fines, payments in settlement, attorneys’ fees and other expenses) reasonably incurred by or on behalf of any such Covered Person in connection with any threatened, threatened, pending, or completed action, suit, or proceeding (whether civil, criminal, administrative, or investigative) (each, a “Proceeding”), in which such Covered person was or is made or is threated to be made a party or is otherwise involved by reason of the fact that such Covered Person was a special member, director or officer of the Registrant or is or was serving at the request of the Registrant as a special member, director, officer, employee, fiduciary or member of any other corporation, partnership, joint venture, trust, organization or other enterprise. The Registrant will not be required to indemnify a person in connection with a Proceeding initiated by such person if the Proceeding was not authorized by its Board of Directors of the Registrant.

To the fullest extent permitted by law, the Registrant shall pay the reasonable expenses of any Covered Person incurred in defending any Proceeding in advance of its final disposition (“Expense Advancement”); provided that the Expense Advancement shall be made only upon receipt of an undertaking by such Covered Person to repay all amounts advanced if it should ultimately be determined that the Covered Person is not entitled in be indemnified under the Registrant’s limited liability company agreement.

The Registrant’s obligation, if any, to indemnify any person who was or is serving at its request as a director, officer or employee of another corporation, partnership, joint venture, trust organization or other enterprise shall be reduced by any amount such person may collect as indemnification from such other corporation, partnership, joint venture, trust organization or other enterprise.

Insofar as indemnification by the Registrant for liabilities arising under the Securities Act of 1933, as amended (the “Securities Act”), may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

Liability Insurance

The Registrant also maintains insurance providing for payment, subject to certain exceptions, on behalf of officers, director and managers of the Registrant and its subsidiaries of money damages incurred as a result of legal actions instituted against them in their capacities as such officers, directors of managers (whether or not such person could be indemnified against such expense, liability or loss under the Securities Act).

Servicing Agreement

Under the terms of the proposed form of servicing agreement, the Servicer has undertaken in certain circumstances to indemnify the Registrant against specified liabilities, including liabilities under the Securities Act.

Underwriting Agreement

Under the terms of the proposed from of underwriting agreement the underwriters have undertaken in certain circumstances to indemnify certain controlling persons of the Registrant, including its officers and directors, against liabilities incurred under the Securities Act.

ITEM 14. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(A) Exhibits:

Exhibit Index	Description
1.1+	Form of Underwriting Agreement for the Notes
3.1+	Certificate of Formation of the Registrant
3.2+	Limited Liability Company Agreement of the Registrant
4.1*	Form of Indenture
4.2+	Form of Trust Agreement
4.3+	Form of Grantor Trust Agreement
5.1*	Opinion of Kirkland & Ellis LLP with respect to legality
8.1*	Opinion of Kirkland & Ellis LLP with respect to U.S. federal income tax matters
10.1+	Form of Receivables Purchase Agreement
10.2*	Form of Receivables Transfer Agreement
10.3+	Form of Receivables Contribution Agreement
23.1*	Consent of Kirkland & Ellis LLP (included as part of Exhibit 5.1 and Exhibit 8.1)
24.1+	Power of Attorney for Depositor
25.1**	Statement of Eligibility of the Indenture Trustee for the Notes

II-2

Exhibit Index	Description
36.1+	Form of Depositor certification for shelf offerings of asset-backed securities
99.1+	Form of Servicing Agreement
99.2+	Form of Backup Servicing Agreement
99.3+	Form of Collateral Custodian Agreement
99.4+	Form of Administration Agreement
99.5+	Form of Asset Representations Review Agreement
102.1***	Asset data file
103.1***	Asset related documents

+ Previously filed.

* Filed herewith.

** To be filed in accordance with Section 305(b)(2) of the Trust Indenture Act of 1939.

*** To be incorporated by reference from the Form ABS-EE for such offering on file at the time of the Rule 424(h) or Rule 424(b) filing, as applicable, for such offering.

ITEM 15. UNDERTAKINGS.

(a) As to Rule 415:

The undersigned registrant on Form SF-3 hereby undertakes:

(1) To file, during any period in which offers or sales are being made of the securities registered hereby, a post-effective amendment to this registration statement:

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) to reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment hereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) to include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement;

provided, however, that the undertakings set forth in clauses (i), (ii) and (iii) above do not apply if the information required to be included in a post-effective amendment by those clauses is contained in reports filed with or furnished to the Securities and Exchange Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended, that are incorporated by reference in this registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) (§ 230.424(b)) that is part of this registration statement; provided, further, however, that clauses (i) and (ii) above will not apply if the information required to be included in a post-effective amendment is provided pursuant to Item 1100(c) of Regulation AB (§229.1100(c)).

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(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act to any purchaser,

(i) If the registrant is relying on Rule 430D (§ 230.430D): (A) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) (§ 230.424(b)(3)) and Rule 424(h) (§ 230.424(h)) shall be deemed to be part of this registration statement as of the date the filed prospectus was deemed part of and included in this registration statement; and

(B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) (§ 230.424(b)(2), (b)(5), or (b)(7)) as part of a registration statement in reliance on Rule 430D relating to an offering made pursuant to Rule 415(a)(1)(vii) or (xii) ((§ 230.415(a)(1)(vii), or (xii)) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in this registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430D, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

(5) That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities:

The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424 (§ 230.424);

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(6) If the registrant is relying on Rule 430D (§ 230.430D), with respect to any offering of securities registered on Form SF—3 (§ 239.45), to file the information previously omitted from the prospectus filed as part of an effective registration statement in accordance with Rule 424(h) (§ 230.424(h)) and Rule 430D (§ 230.430D).

(b) As to documents subsequently filed that are incorporated by reference:

The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended, that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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(c) As to indemnification:

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described under Item 13 above, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

(d) As to Rule 430A:

(1) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(e) As to qualification of Trust Indentures under Trust Indenture Act of 1939 for delayed offerings:

The undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the indenture trustee to act under subsection (a) of Section 310 of the Trust Indenture Act (“Act”) in accordance with the rules and regulations prescribed by the Securities and Exchange Commission under Section 305(b)(2) of the Act.

(f) As to Regulation AB:

The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934, as amended, of a third party that is incorporated by reference in the registration statement in accordance with Item 1100(c)(1) of Regulation AB (17 CFR 229.1100(c)(1)) shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form SF-3 and has duly caused this amendment no. 2 to registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tempe, State of Arizona, on the 1st day of October, 2020.

CARVANA RECEIVABLES DEPOSITOR LLC

/s/ Mike McKeever

Mike McKeever

President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this amendment no. 2 to registration statement has been signed on October 1, 2020 by the following persons in the capacities indicated.

Signature	Title
/s/ Mike McKeever	President and Chief Executive Officer (Principal executive and financial officer)
Mike McKeever
*	Treasurer (Principal accounting officer)
Stephen Palmer
*	Vice President, Secretary and Director
Paul W. Breaux
*	Director
Ernest C. Garcia III

*By:	/s/ Mike McKeever
Name:	Mike McKeever
Title:	Attorney-in-Fact

* The undersigned by signing his name hereto, does hereby sign this amendment no. 2 to registration statement on behalf of the above-indicated officer or director of the registrant pursuant to the Power of Attorney signed by such officer or director.

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EX-4.1

EXHIBIT 4.1

ClassA[-1] [    ]% Asset Backed Notes

[Class A-2[a/b] [    ]% Asset Backed Notes

Class A-3 [    ]% Asset Backed Notes

Class A-4 [    ]% Asset Backed Notes]

Class B [    ]% Asset Backed Notes

Class C [    ]% Asset Backed Notes

Class D [    ]% Asset Backed Notes

[Class E [    ]% Asset Backed Notes]

[Class N [    ]% Asset Backed Notes]

[Class XS Asset Backed Notes]

INDENTURE¹

Dated as of [                ], 20[    ]

CARVANA AUTO RECEIVABLES TRUST 20[    ]-[    ]

Issuing Entity

[CARVANA AUTO RECEIVABLES GRANTOR TRUST 20[    ]-[    ]

Grantor Trust]

[                ]

Indenture Trustee

¹  In a particular transaction, there may be more or fewer classes of notes offered (including one or more or no subordinated classes) or one or more or no floating rate classes.

TABLE OF CONTENTS

		Page
ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE			3
Section 1.1	Definitions		3
Section 1.2	Incorporation by Reference of Trust Indenture Act		3
ARTICLE II THE NOTES			4
Section 2.1	Form		4
Section 2.2	Execution, Authentication and Delivery		4
Section 2.3	Temporary Notes		5
Section 2.4	Registration of Notes; Registration of Transfer and Exchange of Notes		6
Section 2.5	Mutilated, Destroyed, Lost or Stolen Notes		7
Section 2.6	Persons Deemed Noteholders		8
Section 2.7	Payment of Principal and Interest		9
Section 2.8	Cancellation of Notes		17
Section 2.9	Release of Collateral		17
Section 2.10	Book-Entry Notes		17
Section 2.11	Notices to Clearing Agency		18
Section 2.12	Definitive Notes		18
Section 2.13	Depositor as Noteholder		19
Section 2.14	Tax Treatment		19
Section 2.15	[Special Terms Applicable to the Notes		20
ARTICLE III COVENANTS			21
Section 3.1	Payment of Principal and Interest		21
Section 3.2	Maintenance of Agency Office		21
Section 3.3	Money for Payments To Be Held in Trust		21
Section 3.4	Existence		23
Section 3.5	Protection of Collateral; Acknowledgment of Pledge		23
Section 3.6	Opinions as to Collateral		24
Section 3.7	Performance of Obligations; Servicing of Receivables		25
Section 3.8	Negative Covenants		26
Section 3.9	Annual Statement as to Compliance		27
Section 3.10	Consolidation, Merger, etc., of Issuing Entity; Disposition of Issuing Entity Assets		27
Section 3.11	Successor or Transferee		29
Section 3.12	No Other Business		29
Section 3.13	No Borrowing		30
Section 3.14	Guarantees, Loans, Advances and Other Liabilities		30
Section 3.15	Servicer’s Obligations		30
Section 3.16	Capital Expenditures		30

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Section 3.17	[RESERVED]	30
Section 3.18	Restricted Payments	30
Section 3.19	Notice of Events of Default	31
Section 3.20	Further Instruments and Acts	31
Section 3.21	Indenture Trustee’s Assignment of Purchased Receivables	31
Section 3.22	Representations and Warranties by the Issuing Entity[ and Grantor Trustee] to the Indenture Trustee	31
ARTICLE IV SATISFACTION AND DISCHARGE		32
Section 4.1	Satisfaction and Discharge of Indenture	32
Section 4.2	Application of Trust Money	33
Section 4.3	Repayment of Monies Held by Paying Agent	33
Section 4.4	Duration of Position of Indenture Trustee	33
ARTICLE V ARTICLE V DEFAULT AND REMEDIES		33
Section 5.1	Events of Default	33
Section 5.2	Acceleration of Maturity; Rescission and Annulment	35
Section 5.3	Collection of Indebtedness and Suits for Enforcement by Indenture Trustee	35
Section 5.4	Remedies; Priorities	37
Section 5.5	Optional Preservation of the Collateral	39
Section 5.6	Limitation of Suits	39
Section 5.7	Unconditional Rights of Noteholders To Receive Principal and Interest	40
Section 5.8	Restoration of Rights and Remedies	40
Section 5.9	Rights and Remedies Cumulative	40
Section 5.10	Delay or Omission Not a Waiver	40
Section 5.11	Control by Noteholders	40
Section 5.12	Waiver of Past Defaults	41
Section 5.13	Undertaking for Costs	41
Section 5.14	Waiver of Stay or Extension Laws	42
Section 5.15	Action on Notes	42
Section 5.16	Performance and Enforcement of Certain Obligations	42
ARTICLE VI THE INDENTURE TRUSTEE		43
Section 6.1	Duties of Indenture Trustee	43
Section 6.2	Rights of Indenture Trustee	45
Section 6.3	Indenture Trustee May Own Notes	47
Section 6.4	Indenture Trustee’s Disclaimer	47
Section 6.5	Notice of Events of Default	47
Section 6.6	Reports by Indenture Trustee	47
Section 6.7	Compensation; Indemnity	47
Section 6.8	Replacement of Indenture Trustee	48
Section 6.9	Merger or Consolidation of Indenture Trustee	49

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Section 6.10	Appointment of Co-Indenture Trustee or Separate Indenture Trustee	49
Section 6.11	Eligibility; Disqualification	51
Section 6.12	Preferential Collection of Claims Against Issuing Entity	51
Section 6.13	Representations and Warranties of Indenture Trustee	51
Section 6.14	Indenture Trustee May Enforce Claims Without Possession of Notes	52
Section 6.15	Suit for Enforcement	52
Section 6.16	Rights of Noteholders to Direct Indenture Trustee	52
Section 6.17	Reports by Indenture Trustee.	52
ARTICLE VII NOTEHOLDERS’ LISTS AND REPORTS		53
Section 7.1	Issuing Entity To Furnish Indenture Trustee and Paying Agent Names and Addresses of Noteholders	53
Section 7.2	Preservation of Information, Communications to Noteholders	54
Section 7.3	Reports by the Issuing Entity[ and the Grantor Trust]	54
Section 7.4	Reports by Indenture Trustee	54
Section 7.5	Noteholder Communications.	55
ARTICLE VIII ACCOUNTS, DISBURSEMENTS AND RELEASES		56
Section 8.1	Collection of Money	56
Section 8.2	Designated Accounts; Payments	56
Section 8.3	General Provisions Regarding Accounts	62
Section 8.4	Release of Trust Estate	63
Section 8.5	Opinion of Counsel	63
Section 8.6	Benchmark Determination. [Benchmark Determination language to be inserted as appropriate if floating rate notes are issued under the deal.]	63
ARTICLE IX SUPPLEMENTAL INDENTURES		64
Section 9.1	Supplemental Indentures Without Consent of Noteholders	64
Section 9.2	Supplemental Indentures With Consent of Noteholders	65
Section 9.3	Execution of Supplemental Indentures	67
Section 9.4	Effect of Supplemental Indenture	67
Section 9.5	Reference in Notes to Supplemental Indentures	67
Section 9.6	Conformity with Trust Indenture Act	67
ARTICLE X REDEMPTION OF NOTES		68
Section 10.1	Redemption	68
Section 10.2	Form of Redemption Notice	68
Section 10.3	Notes Payable on Redemption Date	68

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ARTICLE XI MISCELLANEOUS		69
Section 11.1	Compliance Certificates and Opinions, etc.	69
Section 11.2	Form of Documents Delivered to Indenture Trustee	70
Section 11.3	Acts of Noteholders	71
Section 11.4	Notices, etc., to Indenture Trustee,[ Grantor Trust,] Issuing Entity and Rating Agencies	72
Section 11.5	Notices to Noteholders; Waiver	73
Section 11.6	Alternate Payment and Notice Provisions	73
Section 11.7	Conflict with Trust Indenture Act	73
Section 11.8	Effect of Headings and Table of Contents	74
Section 11.9	Successors and Assigns	74
Section 11.10	Severability	74
Section 11.11	Benefits of Indenture	74
Section 11.12	Legal Holidays	74
Section 11.13	Governing Law; Waiver of Jury Trial	74
Section 11.14	Counterparts	75
Section 11.15	Recording of Indenture	75
Section 11.16	No Recourse	75
Section 11.17	No Petition	76
Section 11.18	Inspection	76
Section 11.19	Subordination	76
Section 11.20	Concerning the Owner Trustee	77
ARTICLE XII — COMPLIANCE WITH REGULATION AB		77
Section 12.1	Information to be Provided by the Indenture Trustee	77
Section 12.2	Noteholder Demand for Asset Representations Review	79

EXHIBIT A: FORM OF CLASS [A[-1] / A[-2][a/b] / [A-3] / [A-4] / B / C / D / E / N [FIXED/FLOATING] RATE ASSET BACKED NOTES

[EXHIBIT [B]: FORM OF CLASS XS NOTES]

EXHIBIT [    ]: SERVICING CRITERIA

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INDENTURE, dated as of [                ], 20[    ] (this “Agreement”), 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”),] and [                ], a [                ], as indenture trustee and not in its individual capacity (the “Indenture Trustee”).

Each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the Secured Parties (only to the extent expressly provided herein):

GRANTING CLAUSE

[The Grantor Trust hereby Grants to the Indenture Trustee as of the Closing Date, as trustee for the benefit of the Secured Parties (only to the extent expressly provided herein), all right, title and interest of the Grantor Trust in, to and under the following property, whether now owned or existing or hereafter acquired or arising:

(a) the Third Step Transferred Property contributed to the Grantor Trust under the Receivables Contribution Agreement;

(b) the Transaction Documents;

(c) subject to the Transaction Documents and the Master Agency Agreement, all “accounts”, “investment property”, “deposit accounts”, “chattel paper”, “instruments”, “general intangibles” (each such term having the meaning set forth in the UCC); and

(d) all present and future claims, demands, causes and choses in action of the Grantor Trust in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all the foregoing, including all cash and non-cash proceeds and other property consisting of, arising from or relating to all or any part of the foregoing (collectively, the “Grantor Trust Collateral”).]²

The Issuing Entity hereby Grants to the Indenture Trustee at the Closing Date, as trustee for the benefit of the Secured Parties (only to the extent expressly provided herein) the following property, whether now owned or existing or hereafter acquired or arising:

(a) all right, title and interest of the Issuing Entity in, to and under the [Grantor Trust Certificate][Receivables];

(b) all distributions on or in respect of the [Grantor Trust Certificate][Receivables];

(c) all right, title and interest of the Issuing Entity in the Reserve Account, the Collection Account, the Note Distribution Account, the Reserve Account Property[, the Class N Reserve Account, until such time as the Class N Notes are [no longer Outstanding] [redeemed],][the Pre-Funding Account][the Accumulation Account], and all funds on deposit in or other investment property credited to the Collection Account and the Note Distribution Account from time to time other than Investment Earnings [and all funds on deposit in or other investment property credited to [the Pre-Funding Account][the Accumulation Account] from time to time including Investment Earnings];

²  To be utilized if an underlying grantor trust is included in an issuance.

(d) subject to the Transaction Documents and the Master Agency Agreement, all “accounts”, “investment property”, “deposit accounts”, “chattel paper”, “instruments” and “general intangibles” (each such term having the meaning set forth in the UCC);

(e) all right, title and interest of the Issuing Entity in, to and under the Receivables Transfer Agreement and the Receivables Purchase Agreement and the other Transaction Documents, including all rights of the Depositor under the Receivables Purchase Agreement assigned to the Issuing Entity pursuant to the Receivables Transfer Agreement;

(f) all right, title and interest of the Issuing Entity in, to and under any Third Party Instrument; and

(g) all present and future claims, demands, causes and choses in action of the Issuing Entity in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all the foregoing, including all proceeds of the conversion of any or all of the foregoing, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, investment property, payment intangibles, general intangibles, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively,[ the “Issuing Entity Collateral” and together with the Grantor Trust Collateral,] the “Collateral”).

[The Grantor Trust hereby acknowledges and agrees to the Issuing Entity’s Grant of a security interest in the Grantor Trust Certificate.]

The foregoing Grants are made in trust to secure the Secured Obligations, equally and ratably without prejudice, priority or distinction, except as otherwise provided in this Indenture and the other Transaction Documents, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. This Indenture constitutes a security agreement under the UCC.

The foregoing Grants include all rights, powers and options (but none of the obligations, if any) of the Issuing Entity[ and the Grantor Trust] under any agreement or instrument included in the Collateral, including the immediate and continuing right to claim for, collect, receive and give receipt for principal and interest payments in respect of the Receivables included in the Collateral and all other monies payable under the Collateral, to give and receive notices and other communications, to make waivers or other agreements, to exercise all rights and options, to bring Proceedings in the name of the Issuing Entity[ or the Grantor Trust] or otherwise and generally to do and receive anything that the Issuing Entity[ or the Grantor Trust] is or may be entitled to do or receive under or with respect to the Collateral.

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The Indenture Trustee, as trustee on behalf of the Secured Parties and (only to the extent expressly provided herein) the Certificateholders, acknowledges such Grants and accepts the trusts under this Indenture in accordance with the provisions of this Indenture.

ARTICLE I

DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.1 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 Cavana, LLC as the seller and Carvana Receivables Depositor LLC as the purchaser. All references herein to “the Agreement” or “this Agreement” are to this Indenture 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 1.2 Incorporation by Reference of Trust Indenture Act. Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture. The following TIA terms used in this Indenture have the following meanings:

“indenture securities” means the Notes.

“indenture security holder” means a Noteholder.

“indenture to be qualified” means this Indenture.

“indenture trustee” or “institutional trustee” means the Indenture Trustee.

“obligor” on the indenture securities means the Issuing Entity and any other obligor on the indenture securities.

All other TIA terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by Commission rule have the meaning assigned to them by such definitions.

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ARTICLE II

THE NOTES

Section 2.1 Form.

(a) Each of the Class A[-1] Notes, together with the Indenture Trustee’s certificate of authentication, shall be substantially in the form set forth in Exhibit A,[ each of the Class A-2 Notes, together with the Indenture Trustee’s certificate of authentication, shall be substantially in the form set forth in Exhibit A, each of the Class A-3 Notes, together with the Indenture Trustee’s certificate of authentication, shall be substantially in the form set forth in Exhibit A, each of the Class A-4 Notes, together with the Indenture Trustee’s certificate of authentication, shall be substantially in the form set forth in Exhibit A,] each of the Class B Notes, together with the Indenture Trustee’s certificate of authentication, shall be substantially in the form set forth in Exhibit A, each of the Class C Notes, together with the Indenture Trustee’s certificate of authentication, shall be substantially in the form set forth in Exhibit A[,][ and] each of the Class D Notes, together with the Indenture Trustee’s certificate of authentication, shall be substantially in the form set forth in Exhibit A[,][ and] [each of the Class E Notes, together with the Indenture Trustee’s certificate of authentication, shall be substantially in the form set forth in Exhibit A[,][ and] ][each of the Class XS Notes, together with the Indenture Trustee’s certificate of authentication, shall be substantially in the form set forth in Exhibit [B][,][ and] ][each of the Class N Notes, together with the Indenture Trustee’s certificate of authentication, shall be substantially in the form set forth in Exhibit [A],] in each case with such appropriate insertions, omissions, substitutions and other variations as are permitted or required by this Indenture and each such Note may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may, consistently herewith, be determined by the officers executing such Notes, as evidenced by their execution of such Notes. Any portion of the text of any Note may be set forth on the reverse thereof with an appropriate reference thereto on the face of such Note.

(b) The Notes shall be typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders), all as determined by the officers executing such Notes, as evidenced by their execution of such Notes.

(c) The terms of each class of Notes as provided for in Exhibits A, [and B] hereto are part of the terms of this Indenture.

Section 2.2 Execution, Authentication and Delivery.

(a) Each Note [(other than the Class E Notes and the Class XS Notes)] shall be dated the date of its authentication and shall be issuable as a registered Note in the minimum denomination of $[ ] and in integral multiples thereof (except, if applicable, for one Note representing a residual portion of each class which may be issued in a different denomination).[ Each Class E Note shall be dated the date of its authentication and shall be issuable as a registered Note in the minimum denomination of $[ ] and in integral multiples of $[ ].][ Each Class XS Note shall be dated the date of its authentication and shall be issuable as a registered Note in the minimum denomination of $[ ] in notional amount and in integral multiples of $[ ] in notional amount.]

(b) The Notes shall be executed on behalf of the Issuing Entity by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile.

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(c) Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuing Entity shall bind the Issuing Entity, notwithstanding that such individuals or any of them have ceased to hold such office prior to the authentication and delivery of such Notes or did not hold such office at the date of such Notes.

(d) The Indenture Trustee, in exchange for the Grant of the Issuing Entity Collateral, shall cause to be authenticated and delivered to or upon the order of the Issuing Entity (an “Authentication Order”) Notes [(other than the Class XS Notes)] for original issue in the aggregate principal amount of $[ ] comprised of (i) Class A[-1] Notes in the aggregate principal amount of $[ ],[ (ii) Class A-2 Notes in the aggregate principal amount of $[ ], (iii) Class A-3 Notes in the aggregate principal amount of $[ ], (iv) Class A-4 Notes in the aggregate principal amount of $[ ],] (v) Class B Notes in the aggregate principal amount of $[ ], (vi) Class C Notes in the aggregate principal amount of $[ ][,] [and] (vii) Class D Notes in the aggregate principal amount of $[ ][,] [and] [(viii) Class E Notes in the aggregate principal amount of $[ ][,] [and]] [ (ix) Class N Notes in the aggregate principal amount of $[ ]]. The aggregate principal amount of all Notes [(other than the Class XS Notes)] outstanding at any time may not exceed $[ ], except as provided in Section 2.5.[ The Indenture Trustee shall cause to be authenticated and delivered to or upon the order of the Issuing Entity the Class XS Notes in the aggregate notional amount of $[ ].]

(e) No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form set forth in Exhibits A, [and B] as applicable, executed by the Indenture Trustee by the manual signature of one of its Authorized Officers; such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Section 2.3 Temporary Notes.

(a) Pending the preparation of Definitive Notes, if any, the Issuing Entity may execute, and upon receipt of an Issuing Entity Order the Indenture Trustee shall authenticate and deliver, such Temporary Notes which are printed, lithographed, typewritten, mimeographed or otherwise produced, of the tenor of the Definitive Notes in lieu of which they are issued and with such variations as are consistent with the terms of this Indenture as the officers executing such Notes may determine, as evidenced by their execution of such Notes.

(b) If Temporary Notes are issued, the Issuing Entity shall cause Definitive Notes to be prepared without unreasonable delay. After the preparation of Definitive Notes, the Temporary Notes shall be exchangeable for Definitive Notes upon surrender of the Temporary Notes at the office or agency of the Issuing Entity to be maintained as provided in Section 3.2, without charge to the related Noteholder. Upon surrender for cancellation of any one or more Temporary Notes, the Issuing Entity shall execute and the Indenture Trustee shall authenticate and deliver in exchange therefor a like principal amount of Definitive Notes of authorized denominations. Until so delivered in exchange, the Temporary Notes shall in all respects be entitled to the same benefits under this Indenture as Definitive Notes.

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Section 2.4 Registration of Notes; Registration of Transfer and Exchange of Notes.

(a) The Issuing Entity shall cause to be kept the Note Register, comprising separate registers for each class of Notes, in which, subject to such reasonable regulations as the Issuing Entity may prescribe, the Issuing Entity shall provide for the registration of the Notes and the registration of transfers and exchanges of the Notes. The Indenture Trustee shall initially be the Note Registrar for the purpose of registering the Notes and transfers of the Notes as herein provided and shall initially be the Paying Agent. Upon any resignation of any Note Registrar or Paying Agent, the Issuing Entity shall promptly appoint a successor to act as Note Registrar or Paying Agent or, if it elects not to make such an appointment, assume the duties of Note Registrar or Paying Agent itself.

(b) If a Person other than the Indenture Trustee is appointed by the Issuing Entity as Note Registrar, the Issuing Entity will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register. The Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof. The Indenture Trustee shall have the right to rely upon a certificate executed on behalf of the Note Registrar by an Authorized Officer thereof as to the names and addresses of the Noteholders and the principal amounts and number of such Notes. Notwithstanding anything herein to the contrary, so long as [ ] is acting as the Indenture Trustee hereunder, it shall act in the capacities of Note Registrar and Paying Agent.

(c) Upon surrender for registration of transfer of any Note at the Corporate Trust Office of the Indenture Trustee or the Agency Office of the Issuing Entity, the Issuing Entity shall execute, the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same class in any authorized denominations, of a like aggregate principal amount.

(d) At the option of the Noteholder, Notes may be exchanged for other Notes of the same class in any authorized denominations, of a like aggregate principal amount; and upon surrender of such Notes to be exchanged at the Corporate Trust Office of the Indenture Trustee or the Agency Office of the Issuing Entity, the Issuing Entity shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, such Notes which the Noteholder making the exchange is entitled to receive.

(e) All Notes issued upon any registration of transfer or exchange of other Notes shall be the valid obligations of the Issuing Entity, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange.

(f) Every Note presented or surrendered for registration of transfer or exchange shall (if so required by the Issuing Entity or the Indenture Trustee) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee and the Note Registrar duly executed by, the Holder thereof or such Holder’s attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee or Note Registrar may require.

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(g) No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuing Entity or Indenture Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Sections 2.3 or 9.5 not involving any transfer.

(h) By acquiring a Class A Note, Class B Note, Class C Note or Class D Note (or any beneficial ownership therein), each purchaser and transferee shall be deemed to represent and warrant that either (i) it is not acquiring the Note (or beneficial interest) with the assets of a Benefit Plan Investor or other plan that is subject to any law that is substantially similar to Title I of ERISA or Section 4975 of the Code (“Similar Law”) (including, without limitation, foreign or governmental plans) or (ii) the acquisition and holding of the Note will not give rise to a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a violation of any Similar Law.

(i) By acquiring a Class E Note, each purchaser and transferee shall be deemed to represent and warrant that (a) it is not acquiring the Note (or beneficial interest) with the assets of a Benefit Plan Investor, and (b) either (i) it is not a plan that is subject to any Similar Law, or (ii) its acquisition and holding of the Note (or beneficial interest) will not give rise to a violation of any Similar Law.

(j) The preceding provisions of this Section 2.4 notwithstanding, the Issuing Entity shall not be required to transfer or make exchanges, and the Note Registrar need not register transfers or exchanges, of Notes that (i) have been selected for redemption pursuant to Article X, if applicable, or (ii) are due for repayment within fifteen (15) days of submission to the Corporate Trust Office or the Agency Office.

(k) Sale, pledge or transfer of a Retained Note may be made to any Person. A Person other than the Depositor or an Affiliate thereof acquiring a Retained Note or an interest therein shall be deemed to have made the representations set forth in Section 2.14; and (ii) no sale, pledge, or transfer of a Retained Note shall be made unless (A) counsel satisfactory to the Depositor has rendered an opinion to the Depositor and the Indenture Trustee to the effect that (1) such sale, pledge or transfer by the Depositor will not cause the Issuing Entity to fail to qualify as a grantor trust for United States federal income tax purposes and (2) such Note will be characterized as indebtedness for United States federal income tax purposes and (B) the Depositor shall have provided prior written approval thereof.

Section 2.5 Mutilated, Destroyed, Lost or Stolen Notes.

(a) If (i) any mutilated Note is surrendered to the Indenture Trustee or the Note Registrar, or each of the Indenture Trustee and the Issuing Entity receives evidence to its satisfaction of the destruction, loss or theft of any Note and (ii) there is delivered to the Indenture Trustee and the Issuing Entity such security or indemnity as may be required by the Issuing Entity and the Indenture Trustee to hold the Issuing Entity and the Indenture Trustee harmless, then, in

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the absence of notice to the Issuing Entity, the Note Registrar or the Indenture Trustee that such Note has been acquired by a protected purchaser, the Issuing Entity shall execute and upon the Issuing Entity’s request the Indenture Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note of a like class and aggregate principal amount; provided, however, that if any such destroyed, lost or stolen Note, but not a mutilated Note, shall have become or within seven (7) days shall be due and payable, or shall have been called for redemption, instead of issuing a replacement Note, the Issuing Entity may make payment to the Holder of such destroyed, lost or stolen Note when so due or payable or upon the Redemption Date, if applicable, without surrender thereof.

(b) If, after the delivery of a replacement Note or payment in respect of a destroyed, lost or stolen Note pursuant to subsection (a), a protected purchaser of the original Note in lieu of which such replacement Note was issued presents for payment such original Note, the Issuing Entity and the Indenture Trustee shall be entitled to recover such replacement Note (or such payment) from (i) any Person to whom it was delivered, (ii) the Person taking such replacement Note from the Person to whom such replacement Note was delivered or (iii) any assignee of such Person, except a protected purchaser, and the Issuing Entity and the Indenture Trustee shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Issuing Entity or the Indenture Trustee in connection therewith.

(c) In connection with the issuance of any replacement Note under this Section 2.5, the Issuing Entity or the Indenture Trustee may require the payment by the Holder of such Note of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including all fees and expenses of the Indenture Trustee) connected therewith.

(d) Any replacement Note issued pursuant to this Section 2.5 in replacement for any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Issuing Entity, whether or not the mutilated, destroyed, lost or stolen Note shall be found at any time or be enforced by any Person, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunder.

(e) The provisions of this Section 2.5 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.

Section 2.6 Persons Deemed Noteholders. Prior to due presentment for registration of transfer of any Note, the Issuing Entity, the Indenture Trustee and any agent of the Issuing Entity or the Indenture Trustee may treat the Person in whose name any Note is registered (as of the day of determination) as the Noteholder for the purpose of receiving payments of principal of and interest on such Note and for all other purposes whatsoever, whether or not such Note be overdue, and neither the Issuing Entity, the Indenture Trustee nor any agent of the Issuing Entity or the Indenture Trustee shall be affected by notice to the contrary.

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Section 2.7 Payment of Principal and Interest.

(a) Prior to any acceleration of the Notes pursuant to Section 5.2(a), on each Distribution Date occurring during the Revolving Period, the Paying Agent shall, solely in accordance with the Servicer’s Certificate for such Distribution Date made available by the Servicer, apply (i) the Available Funds for such Distribution Date, (ii) pursuant to Section 8.2(b)(i), the Reserve Account Draw Amount, if any, for that Distribution Date solely in connection with the payment of clauses (i) through (ix) below, (iii) pursuant to Section 8.2(b)(ii), the Class N Reserve Account Draw Amount, if any, solely in connection with the payment of clause (xii) below for that Distribution Date to make the following payments and deposits in the following order of priority:

(i) the [Servicing Strip Amount][Servicing Fee] for the related Collection Period shall be used to pay the Servicer or any Successor Servicer, as applicable [except Available Funds from the Reserve Account may not be used for this purpose as long as the Servicer is an Affiliate of the [Sponsor][, the related Servicing Fee for such Distribution Date, and any Excess Servicing Strip Amount for such Distribution Date will be distributed to the Class XS Note];

(ii) pro rata, (a) [to the extent not previously paid, to the Backup Servicer, if the Backup Servicer has replaced Bridgecrest Credit Company, LLC as servicer, any unpaid indemnity amounts due to the Backup Servicer as Successor Servicer, plus any unpaid transition expenses due in respect of the transfer of servicing to the Backup Servicer (including any boarding fees or other expenses payable by the Issuing Entity), provided that the aggregate amount of such indemnity amounts, fees and expenses paid pursuant to this clause (ii)(a) shall only be payable during the calendar year beginning on the date that the Backup Servicer has replaced Bridgecrest Credit Company, LLC as Servicer and will not exceed $[ ] in such calendar year, (b)] to each of the Indenture Trustee, the Owner Trustee,[ the Grantor Trust Trustee,] the Administrator and the Collateral Custodian any fees, expenses and indemnity amounts due to each of the Indenture Trustee, the Owner Trustee,[ the Grantor Trust Trustee,] the Administrator and the Collateral Custodian and all unpaid fees, expenses and indemnity amounts from prior Collection Periods, provided that the aggregate amount of such indemnity amounts, fees and expenses paid pursuant to this clause (ii)(b) will not exceed (A) $[ ] in any calendar year to the Indenture Trustee and Collateral Custodian and [(B) $[ ] in any calendar year to the Grantor Trust Trustee and Owner Trustee combined,] (c) [to the Asset Representations Reviewer, the fees, expenses and indemnities due and owing under the Asset Representations Review Agreement, which have not been previously paid in full, up to a maximum of $[ ] per year] and (d) to each Rating Agency, annual surveillance fees not to exceed $[ ] in any calendar year;

(iii) [to the Backup Servicer, the Backup Servicing Fee;]

(iv) [to the Swap Counterparty, the net amount payable, if any, other than any Swap Termination Amounts;]

(v) [pro rata (i)]to the Note Distribution Account, for the payment of interest on the Class A Notes, the Aggregate Class A Interest Distributable Amount for such Distribution Date, and (ii) any [Senior] Swap Termination Amounts on Interest Rate Swaps related to the Class A Notes, pro rata;]

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(vi) to the Note Distribution Account, for the payment of interest on the Class B Notes, the Aggregate Class B Interest Distributable Amount for such Distribution Date;

(vii) to the Note Distribution Account, for the payment of interest on the Class C Notes, the Aggregate Class C Interest Distributable Amount for such Distribution Date;

(viii) to the Note Distribution Account, for the payment of interest on the Class D Notes, the Aggregate Class D Interest Distributable Amount for such Distribution Date;

(ix) [to the Note Distribution Account, for the payment of interest on the Class E Notes, the Aggregate Class E Interest Distributable Amount for such Distribution Date;]

(x) to reinvestments in additional receivables and deposits into the Accumulation Account, as applicable, in the amount by which the aggregate Pool Balance of the Notes exceeds the aggregate Pool Balance;

(xi) to the Reserve Account, until the amount in the Reserve Account equals the Specified Reserve Account Balance;

(xii) [to the Note Distribution Account, for the payment of interest on the Class N Notes, the Aggregate Class N Note Interest Distributable Amount for such Distribution Date;

(xiii) to the Class N Reserve Account, any amount in excess, if any, of (i) the Specified Class N Reserve Account Balance over (ii) all amounts on deposit in the Class N Reserve Account on such Distribution Date, after giving effect to all prior required withdrawals, if any, from the Class N Reserve Account on such Distribution Date;]

(xiv) to reinvestments in additional Receivables and deposits into the Accumulation Account, as applicable, in the amount by which the aggregate Principal Balance of the Notes plus the Overcollateralization Target Amount exceeds the aggregate Pool Balance, as increased above, plus the amounts deposited in the Accumulation Account above;

(xv) [to any subordinate Swap Termination Amounts on any interest rate swaps related to the Class A Notes;]

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(xvi) pro rata, (a) [to the Backup Servicer, if the Backup Servicer has replaced Bridgecrest Credit Company, LLC as servicer, any unpaid indemnity amounts due to the Backup Servicer as Successor Servicer, plus any unpaid transition expenses due in respect of the transfer of servicing to the Backup Servicer that are in excess of the related cap described under clause (ii) above (including any boarding fees or other expenses payable by the Issuing Entity), (b)] to the extent not previously paid, to each of the Indenture Trustee, the Owner Trustee,[ the Grantor Trust Trustee,] the Rating Agencies, the Administrator, the Asset Representations Reviewer and the Collateral Custodian any unpaid fees, expenses and indemnity amounts due to each of the Indenture Trustee, the Owner Trustee,[ the Grantor Trust Trustee,] the Rating Agencies, the Administrator the Asset Representations Reviewer and the Collateral Custodian that are in excess of the related caps described under clause (ii) above [, except Available Funds from the Reserve Account may not be used for this purpose as long as the Administrator is an affiliate of the [Sponsor][Seller]] [and (c) to the Backup Servicer, any unpaid expenses and indemnity amounts due to the Backup Servicer; and

(xvii) any remaining Available Funds will be deposited in the Certificate Distribution Account and applied by the Paying Agent under the Trust Agreement in accordance with the priorities set forth in the Trust Agreement, including distributions to the Certificateholders.

(b) Prior to any acceleration of the Notes pursuant to Section 5.2(a), on each Distribution Date occurring during the Accumulation Period, the Paying Agent shall, solely in accordance with the Servicer’s Certificate for such Distribution Date made available by the Servicer, apply (i) the Available Funds for such Distribution Date, (ii) pursuant to Section 8.2(b)(i), the Reserve Account Draw Amount, if any, for that Distribution Date solely in connection with the payment of clauses (i) through (xi) below, (iii) pursuant to Section 8.2(b)(ii), the Class N Reserve Account Draw Amount, if any, solely in connection with the payment of clauses (xvi) and (xx) below for that Distribution Date to make the following payments and deposits in the following order of priority:

(i) the [Servicing Strip Amount][Servicing Fee] for the related Collection Period shall be used to pay the Servicer or any Successor Servicer, as applicable [except Available Funds from the Reserve Account may not be used for this purpose as long as the Servicer is an Affiliate of the [Sponsor][, the related Servicing Fee for such Distribution Date, and any Excess Servicing Strip Amount for such Distribution Date will be distributed to the Class XS Note];

(ii) pro rata, (a) [to the extent not previously paid, to the Backup Servicer, if the Backup Servicer has replaced Bridgecrest Credit Company, LLC as servicer, any unpaid indemnity amounts due to the Backup Servicer as Successor Servicer, plus any unpaid transition expenses due in respect of the transfer of servicing to the Backup Servicer (including any boarding fees or other expenses payable by the Issuing Entity), provided that the aggregate amount of such indemnity amounts, fees and expenses paid pursuant to this clause (ii)(a) shall only be payable during the calendar year beginning on the date that the Backup Servicer has replaced Bridgecrest Credit Company, LLC as Servicer and will not exceed $[ ] in such calendar year, (b)] to each of the Indenture Trustee, the Owner

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Trustee,[ the Grantor Trust Trustee,] the Administrator and the Collateral Custodian any fees, expenses and indemnity amounts due to each of the Indenture Trustee, the Owner Trustee,[ the Grantor Trust Trustee,] the Administrator and the Collateral Custodian and all unpaid fees, expenses and indemnity amounts from prior Collection Periods, provided that the aggregate amount of such indemnity amounts, fees and expenses paid pursuant to this clause (ii)(b) will not exceed (A) $[ ] in any calendar year to the Indenture Trustee and Collateral Custodian and [(B) $[ ] in any calendar year to the Grantor Trust Trustee and Owner Trustee combined,] (c) [to the Asset Representations Reviewer, the fees, expenses and indemnities due and owing under the Asset Representations Review Agreement, which have not been previously paid in full, up to a maximum of $[ ] per year] and (d) to each Rating Agency, annual surveillance fees not to exceed $[ ] in any calendar year;

(iii) [to the Backup Servicer, the Backup Servicing Fee;]

(iv) [to the Swap Counterparty, the net amount payable, if any, other than any Swap Termination Amounts;]

(v) pro rata, (i) to the Note Distribution Account, for the payment of interest on the Class A Notes, the Aggregate Class A Interest Distributable Amount for such Distribution Date [and (ii) to payment of any [senior] Swap Termination Amounts on interest rate swaps related to the Class A Notes, pro rata;]

(vi) to the Note Distribution Account, for the payment of principal on the Notes in priority specified in Section 8.2(c), the First Priority Principal Distributable Amount for such Distribution Date;

(vii) to the Note Distribution Account, for the payment of interest on the Class B Notes, the Aggregate Class B Interest Distributable Amount for such Distribution Date;

(viii) to the Note Distribution Account, for the payment of principal on the Notes in the priority specified in Section 8.2(c), the Second Priority Principal Distributable Amount for such Distribution Date;

(ix) to the Note Distribution Account, for the payment of interest on the Class C Notes, the Aggregate Class C Interest Distributable Amount for such Distribution Date;

(x) to the Note Distribution Account, for the payment of principal on the Notes in the priority specified in Section 8.2(c), the Third Priority Principal Distributable Amount for such Distribution Date;

(xi) to the Note Distribution Account, for the payment of interest on the Class D Notes, the Aggregate Class D Interest Distributable Amount for such Distribution Date;

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(xii) to the Note Distribution Account, for the payment of principal on the Notes in the priority specified in Section 8.2(c), the Fourth Priority Principal Distributable Amount for such Distribution Date;

(xiii) to the Note Distribution Account, for the payment of interest on the Class E Notes, the Aggregate Class E Interest Distributable Amount for such Distribution Date;

(xiv) to the Note Distribution Account, for the payment of principal on the Notes in the priority specified in Section 8.2(c), the Fifth Priority Principal Distributable Amount for such Distribution Date;

(xv) to the Reserve Account, the amount, if any, necessary to fund the Reserve Account up to the Reserve Account Required Amount;

(xvi) Principal of the Notes in an amount equal to the lesser of the aggregate Principal Amount of the Notes [(other than the Class N Notes)] and the amount by which the sum of the aggregate Principal Amount of the Notes [(other than the Class N Notes)] and the Overcollateralization Target Amount for that Distribution Date exceeds the Pool Balance as of the last day of the related Collection Period less any amounts allocated to pay Principal of the Notes under clauses [(vi), (viii), (x), (xii) and (xiv)] above;

(xvii) [to any subordinate Swap Termination Amounts on any interest rate swaps related to the Class A Notes;]

(xviii) [to the Note Distribution Account, for the payment of interest on the Class N Notes, the Aggregate Class N Note Interest Distributable Amount for such Distribution Date;

(xix) to the Class N Reserve Account, any amount in excess, if any, of (i) the Specified Class N Reserve Account Balance over (ii) all amounts on deposit in the Class N Reserve Account on such Distribution Date, after giving effect to all prior required withdrawals, if any, from the Class N Reserve Account on such Distribution Date;]

(xx) (A) on any distribution date prior to the final scheduled distribution date for the Class N Notes, if the sum of (a) Available Funds remaining after payment of clauses (i) through (xviii) above and (ii) the remaining available balance in the Class N Reserve Account after payment of all amounts due pursuant to clause (xix) above, is equal to or greater than the outstanding principal amount of the Class N Notes, principal of the Class N Notes in an amount equal to the outstanding principal amount of the Class N Notes, otherwise, in an amount equal to Available Funds remaining after payment of clauses (i) through [(xix)] above; (B) on the Final Scheduled Distribution Date for the Class N Notes, Principal to the Class N Notes in an amount equal to the Outstanding Principal Amount of the Class N Notes;]

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(xxi) pro rata, (a) [to the Backup Servicer, if the Backup Servicer has replaced Bridgecrest Credit Company, LLC as servicer, any indemnity amounts due to the Backup Servicer as Successor Servicer plus any transition expenses due in respect of the transfer of servicing to the Backup Servicer that are in excess of the related cap described under clause (ii)(b) above (including any boarding fees or other expenses payable by the Issuing Entity), (b)] to the extent not previously paid, to each of the Indenture Trustee, the Owner Trustee,[ the Grantor Trust Trustee,] the Rating Agencies, the Administrator, the Asset Representations Reviewer and the Collateral Custodian any unpaid fees, expenses and indemnity amounts due to each of the Indenture Trustee, the Owner Trustee,[ the Grantor Trust Trustee,] the Rating Agencies, the Administrator, the Asset Representations Reviewer and the Collateral Custodian that are in excess of the related caps described under clause (ii) above [, except Available Funds from the Reserve Account may not be used for this purpose as long as the Administrator is an Affiliate of the [Sponsor] [and (c) to the Backup Servicer, any unpaid expenses and indemnity amounts due to the Backup Servicer]; and

(xxii) any remaining Available Funds will be deposited in the Certificate Distribution Account and applied by the Paying Agent under the Trust Agreement in accordance with the priorities set forth in the Trust Agreement, including distributions to the Certificateholders.

(c) Notwithstanding the foregoing, following the occurrence and during the continuance of an Event of Default set forth in Section 5.1(a)-(g) hereof, but prior to acceleration of the Notes in accordance with Section 5.2(a) hereof, the cap on expenses and indemnities payable to the Owner Trustee,[ the Grantor Trust Trustee,] the Indenture Trustee and the Collateral Custodian as set forth in Section 2.7(a)(ii)(b)(A) and (B), or Section 2.7(b)(ii)(b)(A) and (B), as applicable, hereof will not apply. Following the occurrence of an Event of Default which has resulted in an acceleration of the Notes that has not been rescinded or annulled, all Available Funds shall be applied in accordance with Section 2.7(f) hereof.

(d) Each Class of Notes (other the Class XS Notes) shall accrue interest during each Collection Period at the related Interest Rate, and such interest shall be due and payable on each Distribution Date in accordance with the priorities set forth in Section 2.7(a) or Section 2.7(b), as applicable, and Section 2.7(f). Interest on each Class of Notes other than [the Class [A-1] Notes and the Class XS Notes] shall be calculated on the basis of a 360-day year consisting of twelve 30-day months. [Interest on the Class [A-1] Notes shall be calculated on the basis of the actual number of days elapsed and a 360-day year.] Notwithstanding any other provision hereof, no Interest Rate may exceed the maximum rate permitted by law. Subject to Section 3.1 hereof, any installment of interest or principal, if any, payable on any Note that is punctually paid or duly provided for on the applicable Distribution Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the related Record Date by wire transfer of immediately available funds so long as the Noteholder has provided the Indenture Trustee with the relevant account information at least five (5) Business Days prior to the related Distribution Date, and if such Noteholder has not so provided the Indenture Trustee with such information, then by check mailed first-class, postage prepaid, to such Person’s address as it appears on the Note Register on such Record Date; provided, however, that, unless Definitive Notes have been issued pursuant to

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Section 2.12 hereof, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment shall be made by wire transfer in immediately available funds to the account designated by such nominee, and except for the final installment of principal payable with respect to such Note on a Distribution Date or on the related Final Scheduled Distribution Date, which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.3.

(e) All principal and interest payments on a Class of Notes shall be made pro rata to the Noteholders of such Class entitled thereto. Except as otherwise provided herein, the Indenture Trustee shall, before the Distribution Date on which the Issuing Entity expects to pay the final installment of principal of and interest on any Note, notify the Holder of such Note as of the related Record Date of such final installment. Such notice shall be mailed or transmitted electronically or otherwise made available prior to such final Distribution Date and shall specify, with respect to any Definitive Notes, that such final installment shall be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment.

(f) Notwithstanding the foregoing, the unpaid principal amount of the Notes (other than the Class XS Notes) shall be due and payable, to the extent not previously paid, on the date on which an Event of Default shall have occurred and be continuing, if the Requisite Noteholders have caused the Notes to be declared immediately due and payable in the manner provided in Section 5.2(a) hereof. Notwithstanding Section 2.7(a) hereof, on each Distribution Date following acceleration of the Notes due to an Event of Default, the Paying Agent shall apply or cause to be applied all Available Funds, and on the first Distribution Date following acceleration of the Notes, (1) the Reserve Account Draw Amount, solely in connection with payment of clauses (i) through (xiii) below and (2) the Class N Reserve Account Draw Amount, solely in connection with payment of clauses (xiv) and (xv) below, to make the following payments and deposits in the following order of priority:

(i) the Servicing Strip Amount for the related Collection Period shall be used to pay the Servicer or any Successor Servicer, as applicable, the related Servicing Fee for such Distribution Date, and any Excess Servicing Strip Amount for such Distribution Date will be distributed to the Class XS Notes;

(ii) pro rata, (a) to the extent not previously paid, to the Backup Servicer, if the Backup Servicer has replaced Bridgecrest Credit Company, LLC as servicer, any unpaid indemnity amounts due to the Backup Servicer as Successor Servicer, plus any unpaid transition expenses due in respect of the transfer of servicing to the Backup Servicer, (b) to the extent not previously paid, to each of the Indenture Trustee, the Owner Trustee,[ the Grantor Trust Trustee,] the Administrator, the Rating Agencies and the Collateral Custodian any unpaid fees, expenses and indemnity amounts due to each of the Indenture Trustee, the Owner Trustee,[ the Grantor Trust Trustee,] the Administrator and the Collateral Custodian and all unpaid fees, expenses and indemnity amounts from the prior Collection Periods, (c) to each Rating Agency, annual surveillance fees not to exceed $27,500 in any calendar year, (d) [to the Asset Representation Reviewer, any fees, expenses and indemnity amounts due to the Asset Representation Reviewer] and (e) to the Backup Servicer, any unpaid expenses and indemnity amounts due to the Backup Servicer;

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(iii) to the Backup Servicer, the Backup Servicing Fee;

(iv) to the Class A Notes, the Aggregate Class A Interest Distributable Amount for such Distribution Date;

(v) to the Holders of the Class A-1 Notes in respect of principal thereof until the Outstanding Amount of the Class A-1 Notes is reduced to zero;

(vi) to the Holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, pro rata in respect of principal thereof until the Outstanding Amount of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes is reduced to zero;

(vii) to the Holders of the Class B Notes, the Aggregate Class B Interest Distributable Amount for such Distribution Date;

(viii) to the Holders of the Class B Notes, in respect of principal thereof until the Outstanding Amount of the Class B Notes is reduced to zero;

(ix) to the Holders of the Class C Notes, the Aggregate Class C Interest Distributable Amount for such Distribution Date;

(x) to the Holders of the Class C Notes, in respect of principal thereof until the Outstanding Amount of the Class C Notes is reduced to zero;

(xi) to the Holders of the Class D Notes, the Aggregate Class D Interest Distributable Amount for such Distribution Date;

(xii) to the Holders of the Class D Notes, in respect of principal thereof until the Outstanding Amount of the Class D Notes is reduced to zero;

(xiii) to the Holders of the Class E Notes, in respect of principal thereof until the Outstanding Amount of the Class E Notes is reduced to zero;

(xiv) to the Holders of the Class N Notes, the Aggregate Class N Interest Distributable Amount for such Distribution Date;

(xv) If the sum of (a) Available Funds remaining after payment of clauses (i) through (xiii) above and (b) the remaining available balance in the Class N Reserve Account after payment of all amounts due pursuant to clause (xiii) above, is equal to or greater than the outstanding principal amount of the Class N Notes, principal of the Class N Notes in an amount equal to the outstanding principal amount of the Class N Notes, otherwise, in an amount equal to remaining Available Funds after payment of clauses (i) through (xiii) above, until the Class N Notes have been paid in full; and

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(xvi) any remaining Available Funds will be deposited in the Certificate Distribution Account and applied by the Paying Agent under the Trust Agreement in accordance with the priorities set forth in the Trust Agreement, including distributions to the Certificateholders.

(g) [The Paying Agent hereby agrees that, with respect to any indemnification payments payable to the Grantor Trust Trustee pursuant to Sections 2.7(a) or (b), as applicable, or Section 2.7(e), if a subrogee thereof pursuant to Article VI of the Grantor Trust Agreement, requests such indemnification payments to be payable to such subrogee instead of the Grantor Trust Trustee, then the Paying Agent shall remit such indemnification payments at the direction of such subrogee.]

Section 2.8 Cancellation of Notes. All Notes surrendered for payment, redemption, exchange or registration of transfer shall, if surrendered to any Person other than the Indenture Trustee, be delivered to the Indenture Trustee and shall be promptly canceled by the Indenture Trustee. The Issuing Entity may at any time deliver to the Indenture Trustee for cancellation any Notes previously authenticated and delivered hereunder which the Issuing Entity may have acquired in any manner whatsoever, and all Notes so delivered shall be promptly canceled by the Indenture Trustee. No Notes shall be authenticated in lieu of or in exchange for any Notes canceled as provided in this Section 2.8, except as expressly permitted by this Indenture. All canceled Notes may be held or disposed of by the Indenture Trustee in accordance with its standard retention or disposal policy as in effect at the time unless the Issuing Entity shall direct by an Issuing Entity Order that they be destroyed or returned to it; provided, however, that such Issuing Entity Order is timely and the Notes have not been previously disposed of by the Indenture Trustee. The Indenture Trustee shall certify to the Issuing Entity upon request that surrendered Notes have been duly canceled and retained or destroyed, as the case may be.

Section 2.9 Release of Collateral. The Indenture Trustee shall not release property from the Lien of this Indenture other than as permitted by Sections 2.7, 3.21, 8.2, 8.4 and 11.1, and otherwise only upon receipt of an Issuing Entity Request accompanied by an Officer’s Certificate, an Opinion of Counsel (to the extent required but the TIA) and Independent Certificates in accordance with TIA §§314(c) and 314(d)(1).

Section 2.10 Book-Entry Notes. The Notes, upon original issuance, shall be issued in the form of a typewritten Note or Notes representing the Book-Entry Notes, to be delivered to Cede & Co., as nominee of The Depository Trust Company, as the initial Clearing Agency, or its custodian, by or on behalf of the Issuing Entity, or in the case of Retained Notes, at the Depositor’s option, as Definitive Notes delivered to the Depositor or its representative. Such Book-Entry Note or Notes shall be registered on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner shall receive a Definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.12. Unless and until the Definitive Notes have been issued to Note Owners pursuant to Section 2.12:

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(a) the provisions of this Section 2.10 shall be in full force and effect;

(b) the Note Registrar, the Indenture Trustee and the Paying Agent shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on such Notes and the giving of instructions or directions hereunder) as the sole Holder of such Notes and shall have no obligation to the Note Owners;

(c) to the extent that the provisions of this Section 2.10 conflict with any other provisions of this Indenture, the provisions of this Section 2.10 shall control;

(d) the rights of the Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency or the Clearing Agency Participants. Unless and until Definitive Notes are issued pursuant to Section 2.12, the initial Clearing Agency shall make book-entry transfers between the Clearing Agency Participants and receive and transmit payments of principal of and interest on such Notes to such Clearing Agency Participants, pursuant to the Note Depository Agreement; and

(e) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Amount of the Controlling Class, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has (i) received instructions to such effect from Note Owners or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes; and (ii) delivered such instructions to the Indenture Trustee.

Section 2.11 Notices to Clearing Agency. Whenever a notice or other communication to the Noteholders is required under this Indenture, unless and until Definitive Notes shall have been issued to Note Owners pursuant to Section 2.12, the Indenture Trustee shall give all such notices and communications specified herein to be given to Noteholders to the Clearing Agency and shall have no other obligation to the Note Owners.

Section 2.12 Definitive Notes. If (i) the Administrator advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Notes and the Issuing Entity is unable to locate a qualified successor; (ii) the Administrator, at its option, advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency; or (iii) after the occurrence of an Event of Default or a Servicer Termination Event, Note Owners representing beneficial interests aggregating at least a majority of the Outstanding Amount of the Controlling Class advise the Clearing Agency in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of the Note Owners, then the Clearing Agency shall notify all Note Owners and the Indenture Trustee of the occurrence of any such event and of the availability of Definitive Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Note or Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuing Entity shall execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuing Entity, the Note Registrar or the Indenture Trustee shall be liable for any delay in

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delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders. The Issuing Entity represents that the Notes are of the type of debt instruments where payments under such debt instruments may be accelerated by reason of prepayments of other obligations securing such debt instruments.

Section 2.13 Depositor as Noteholder. The Depositor in its individual or any other capacity may become the owner or pledgee of Notes of any class and may otherwise deal with the Issuing Entity or its affiliates with the same rights it would have if it were not the Depositor.

Section 2.14 Tax Treatment.

(a) The Depositor and the Indenture Trustee, by entering into this Indenture, and the Noteholders, by acquiring any Note or interest therein (except a Note or interest therein acquired by the Depositor or other person considered for federal income tax purposes the issuer of such Note), (i) express their intention that the Notes qualify under applicable tax law as indebtedness secured by the Collateral, and (ii) unless otherwise required by appropriate taxing authorities, agree to treat the Notes as indebtedness secured by the Collateral for the purpose of federal income taxes (to the extent the Notes are treated as beneficially owned by a person other than the Issuing Entity), state and local income and franchise taxes, and any other taxes imposed upon, measured by or based upon gross or net income.

(b) Each Noteholder or Note Owner, by its acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, agrees to provide to the Indenture Trustee, any Paying Agent or the Issuing Entity, as applicable, the Noteholder Tax Identification Information and, to the extent FATCA Withholding Tax is applicable, the Noteholder FATCA Information.

(c) Each Noteholder or Note Owner, by its acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, agrees that the Indenture Trustee or any Paying Agent on behalf of the Issuing Entity has the right to withhold any amounts of interest (properly withholdable under law and without any corresponding gross-up) payable to a Noteholder or holder of an interest in a Note that fails to comply with the requirements of Section 2.14(b).

(d) Each Noteholder or Note Owner acknowledges and represents that it is not a member of an “expanded group” (within the meaning of the regulations issued under Section 385 of the Code) that includes a domestic corporation (as determined for U.S. federal income tax purposes) if such domestic corporation, directly or indirectly (through one or more entities that are treated for U.S. federal income tax purposes as partnerships, disregarded entities, or grantor trusts), owns 80% or more of the capital or profits of the Issuing Entity.

(e) Each Noteholder or Note Owner represents and agrees that (A) if it is acting as a nominee or in a similar capacity, represents and agrees that no beneficial owner for which it is acting as a nominee owns less than the minimum denomination for such Note and (B) it does not and will not beneficially own a Note (or any beneficial interest therein) in an amount that is less than the minimum denomination for such Note.

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(f) For the Class E and Class XS Notes, each Noteholder or Note Owner or beneficial owner of such Notes, represents and agrees that (A) either (I) it is not and will not become for U.S. federal income tax purposes a partnership, subchapter S corporation or grantor trust (or a disregarded entity the single owner of which is any of the foregoing) (each such entity a “Flow-Through Entity”) or (II) if it is or becomes a Flow-Through Entity, then (x) none of the direct or indirect beneficial owners of any of the interests in such Flow-Through Entity has or ever will have more than 50% of the value of its interest in such Flow-Through Entity attributable to the interest of such Flow-Through Entity in the Notes, other interest (direct or indirect) in the Issuing Entity, or any interest created under the Indenture and (y) it is not and will not be a principal purpose of the arrangement involving the investment of such Flow-Through Entity in any Note to permit any partnership to satisfy the 100 partner limitation of Section 1.7704-1(h)(1)(ii) of the Treasury Regulations necessary for such partnership not to be classified as a publicly traded partnership under the Code, and (B) it will not transfer such Notes to a Flow-Through Entity (other than a Flow-Through Entity described in subpart (A)(II) above).

(g) Each Noteholder or Note Owner or beneficial owner of a Note, represents and agrees that it will not take any action that could cause, and will not omit to take any action, which omission could cause, the Issuing Entity to become taxable as a corporation for U.S. federal income tax purposes.

(h) Each Noteholder or Note Owner agrees that any purported transfer of any Note or any beneficial interest in a Note that is not made in accordance with the restrictions set forth herein will be null and void from the beginning and will not be given effect for any purpose thereunder.

(i) Upon request from the Indenture Trustee or Paying Agent, the Administrator will use commercially reasonable efforts to provide such additional information that it may have to assist the Indenture Trustee in making any withholdings or informational reports.

Section 2.15 [Special Terms Applicable to the Notes.

(a) The Class [__] Notes have not been or will be registered under the Securities Act or the securities laws of any other jurisdiction. Consequently, the Class [__] Notes are not transferable other than pursuant to an exemption from the registration requirements of the Securities Act, or pursuant to an effective registration statement under the Securities Act, and satisfaction of certain other provisions specified herein.

(b) Except in a sale, pledge or other transfer of the Class [__] Notes to the Depositor or an Affiliate of the Depositor, pursuant to Section 2.15(a) or pursuant to an effective registration statement, no sale, pledge or other transfer of the Class [__] Notes or an interest in the Class [__] Notes may be made by any person other than (i) to a person who the transferor reasonably believes is a “qualified institutional buyer” (“QIB”) as defined in Rule 144A under the Securities Act (“Rule 144A”) and is purchasing for its own account (and not for the account of others) or as a fiduciary or agent for others (which others also are QIBs) and is aware that the sale to it is being made in reliance on Rule 144A, or (ii) to non-U.S. Persons as defined in Regulation S.

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(c) Each Class [__] Note shall bear a legend to the effect set forth in subsection (b) above.

None of the Issuing Entity, the Note Registrar or the Indenture Trustee is obligated to register the Class [__] Notes under the Securities Act or the securities laws of any other jurisdiction or to take any other action not otherwise required under this Indenture[, the Grantor Trust Agreement] or the Trust Agreement to permit the transfer of any Class [__] Notes without registration. The Issuing Entity, at the direction of the Depositor or the Administrator, may elect to register, or cause the registration of, the Class [__] Notes under the Securities Act or the securities laws of any other jurisdiction, in which case the Issuing Entity shall deliver, or cause to be delivered, to the Indenture Trustee and the Note Registrar such Opinions of Counsel, Officer’s Certificates and other information as determined by the Depositor as necessary to effect such registration.]

ARTICLE III

COVENANTS

Section 3.1 Payment of Principal and Interest. The Issuing Entity shall duly and punctually pay the principal of and interest on the Notes in accordance with the terms of the Notes and this Indenture. On each Distribution Date and on the Redemption Date (if applicable), the Issuing Entity shall cause amounts on deposit in the Note Distribution Account to be distributed to the Noteholders in accordance with Sections 2.7 and 8.2, less amounts properly withheld under the Code (and applicable provisions of State, local or non-U.S. tax law) by any Person from a payment to any Noteholder of interest or principal. Any amounts so withheld shall be considered as having been paid by the Issuing Entity to such Noteholder for all purposes of this Indenture.

Section 3.2 Maintenance of Agency Office. As long as any of the Notes remains outstanding, the Issuing Entity shall maintain in [ ], [ ], an office (the “Agency Office”), being an office or agency where Notes may be surrendered to the Issuing Entity for registration of transfer or exchange, and where notices and demands to or upon the Issuing Entity in respect of the Notes and this Indenture may be served. The Issuing Entity hereby initially appoints the Indenture Trustee to serve as its agent for the foregoing purposes. The Issuing Entity shall give prompt written notice to the Indenture Trustee of the location, and of any change in the location, of the Agency Office. If at any time the Issuing Entity shall fail to maintain any such office or agency or shall fail to furnish the Indenture Trustee and the Paying Agent with the address thereof, such surrenders, notices and demands may be made or served at the Corporate Trust Office of the Indenture Trustee, and the Issuing Entity hereby appoints the Indenture Trustee as its agent to receive all such surrenders, notices and demands.

Section 3.3 Money for Payments To Be Held in Trust.

(a) As provided in Section 8.2(a) and Section 8.2(b), all payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Note Distribution Account pursuant to Section 8.2(c) shall be made on behalf of the Issuing Entity by the Indenture Trustee or by another Paying Agent, and no amounts so withdrawn from the Note Distribution Account for payments of Notes shall be paid over to the Issuing Entity except as provided in this Section 3.3.

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(b) On or before each Distribution Date or the Redemption Date (if applicable), the Issuing Entity shall deposit or cause to be deposited in the Note Distribution Account pursuant to Section 2.7 an aggregate sum sufficient to pay the amounts then becoming due with respect to the Notes, such sum to be held in trust for the benefit of the Persons entitled thereto.

(c) The Issuing Entity shall cause each Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section 3.3, that such Paying Agent shall:

(i) hold all sums held by it for the payment of amounts due with respect to the Notes in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided;

(ii) give the Indenture Trustee notice of any default by the Issuing Entity (or any other obligor upon the Notes) of which it has actual knowledge in the making of any payment required to be made with respect to the Notes;

(iii) at any time during the continuance of any such default, upon the written request of the Indenture Trustee, forthwith pay to the Indenture Trustee all sums so held in trust by such Paying Agent;

(iv) immediately resign as a Paying Agent and forthwith pay to the Indenture Trustee all sums held by it in trust for the payment of Notes if at any time it ceases to meet the standards required to be met by a Paying Agent in effect at the time of determination; and

(v) comply with all requirements of the Code (and applicable provisions of State, local or non-U.S. tax law) with respect to the withholding from any payments made by it on any Notes of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewith.

(d) The Issuing Entity may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, by an Issuing Entity Order, direct any Paying Agent to pay to the Indenture Trustee all sums held in trust by such Paying Agent, such sums to be held by the Indenture Trustee upon the same trusts as those upon which the sums were held by such Paying Agent; and upon such payment by any Paying Agent to the Indenture Trustee, such Paying Agent shall be released from all further liability with respect to such money.

(e) Subject to applicable laws with respect to escheat of funds, any money held by the Indenture Trustee or any Paying Agent in trust for the payment of any amount due with respect to any Note and remaining unclaimed for one year after such amount has become due and payable shall be discharged from such trust and be paid to the Issuing Entity on Issuing Entity Request;

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and the Holder of such Note shall thereafter, as a general unsecured creditor, look only to the Issuing Entity for payment thereof (but only to the extent of the amounts so paid to the Issuing Entity), and all liability of the Indenture Trustee or such Paying Agent with respect to such trust money shall thereupon cease; provided, however, that the Indenture Trustee or such Paying Agent, before being required to make any such payment, may at the expense of the Issuing Entity cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in The City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than thirty (30) days from the date of such publication, any unclaimed balance of such money then remaining shall be paid to the Issuing Entity. The Indenture Trustee may also adopt and employ, at the expense of the Issuing Entity, any other reasonable means of notification of such payment (including, but not limited to, mailing notice of such payment to Holders whose Notes have been called but have not been surrendered for redemption or whose right to or interest in monies due and payable but not claimed is determinable from the records of the Indenture Trustee or of any Paying Agent, at the last address of record for each such Holder).

Section 3.4 Existence. [Each of t][T]he Issuing Entity[ and the Grantor Trust] shall keep in full effect its existence, rights and franchises as a statutory trust under the laws of the State of Delaware (unless it becomes, or any successor Issuing Entity[ or successor Grantor Trust], as the case may be, hereunder is or becomes, organized under the laws of any other State or of the United States of America, in which case[ each of] the Issuing Entity[ and the Grantor Trust], or any successor, shall keep in full effect its existence, rights and franchises under the laws of such other jurisdiction) and shall obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Indenture, the Notes, the Collateral and each other instrument or agreement included in the Collateral.

Section 3.5 Protection of Collateral; Acknowledgment of Pledge.

(a) [Each of t][T]he Issuing Entity[ and the Grantor Trust] shall from time to time execute and deliver all such supplements and amendments hereto and authorize or execute, as applicable, and prepare, deliver and file all such financing statements, continuation statements, instruments of further assurance and other instruments, and shall take such other action necessary or advisable to:

(i) maintain or preserve the Lien (and the priority thereof) of this Indenture or carry out more effectively the purposes hereof;

(ii) perfect, publish notice of or protect the validity of any Grant made or to be made by this Indenture and the priority thereof;

(iii) enforce the rights of the Indenture Trustee and the Noteholders in any of the Collateral; or

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(iv) preserve and defend title to the Collateral and the rights of the Indenture Trustee and the Secured Parties in such Collateral against the claims of all persons and parties, and the Issuing Entity hereby designates the Indenture Trustee its agent and attorney-in-fact to authorize or execute any financing statement, continuation statement or other instrument required by this Section 3.5; provided, however, that the Indenture Trustee shall not be obligated to execute or authorize such instruments except upon the written direction from the Administrator or the Issuing Entity.

(b) The Indenture Trustee acknowledges the pledge by the Issuing Entity to the Indenture Trustee, pursuant to the Granting Clause of this Indenture, of all of the Issuing Entity’s right, title and interest in and to the Reserve Account [and the ] [Class N Reserve Account], so long as the Class [N][E] Notes remain Outstanding, in order to provide for the payment to the Securityholders and the Servicer in accordance with Section 2.7, to assure availability of the amounts maintained in the Reserve Account [and the] [Class N Reserve Account] for the benefit of the Securityholders and the Servicer.

(c) [Each of t][T]he Issuing Entity[ and the Grantor Trust] hereby authorizes the Indenture Trustee to file all financing statements naming the Issuing Entity[ and the Grantor Trust, as applicable,] as debtor that are necessary or advisable to perfect, make effective or continue the lien and security interest of this Indenture, and authorizes the Indenture Trustee to take any such action without its signature, it being understood that the Indenture Trustee has no obligation to effect any filings of financing or continuation statements.

Section 3.6 Opinions as to Collateral.

(a) On the Closing Date, the Issuing Entity[ and the Grantor Trust] shall furnish to the Indenture Trustee an Opinion of Counsel stating that, in the opinion of such counsel, such action has been taken with respect to the recording and filing of this Indenture, any indentures supplemental hereto and any other requisite documents, and with respect to the authorization, execution and filing of any financing statements and continuation statements as are necessary to perfect and make effective the Lien of this Indenture and reciting the details of such action.

(b) On or before April 30 (and, if such date is not a Business Day, the next succeeding Business Day) in each calendar year, beginning April 30, 20[ ], the Issuing Entity shall furnish to the Indenture Trustee an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and with respect to the authorization, execution and filing of any financing statements and continuation statements as is necessary to maintain the Lien created by this Indenture and reciting the details of such action or stating that in the opinion of such counsel no such action is necessary to maintain the Lien created by this Indenture. Such Opinion of Counsel shall also describe the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and the authorization, execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the Lien of this Indenture until April 30 in the following calendar year.

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Section 3.7 Performance of Obligations; Servicing of Receivables.

(a) [Neither t][T]he Issuing Entity[ nor the Grantor Trust] shall[ not] take any action and[ each] shall use commercially reasonable efforts not to permit any action to be taken by others that would release any Person from any of such Person’s material covenants or obligations under any instrument or agreement included in the Collateral or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as otherwise expressly provided in, or permitted by, this Indenture and the other Transaction Documents or such other instrument or agreement.

(b) [Either of t][T]he Issuing Entity[ or the Grantor Trust] may contract with other Persons to assist it in performing its duties under this Indenture, and any performance of such duties by any such person shall be deemed to be action taken by the Issuing Entity[ or the Grantor Trust, as applicable]. Initially, the Issuing Entity has contracted with the Servicer and the Administrator to assist the Issuing Entity in performing its duties under this Indenture, and each Noteholder acknowledges that the Administrator is acceptable to it. Each of the parties hereto acknowledges and agrees that unless otherwise notified by an Authorized Officer of the Issuing Entity, the Administrator shall be entitled to provide notices and directions on behalf of, and otherwise act for or on behalf of, the Issuing Entity for all purposes under this Indenture, and, unless otherwise specified herein, each such party shall be entitled to conclusively rely on any notice or direction received from an Authorized Officer of the Administrator as having been originated by the Issuing Entity.

(c) [Each of t][T]he Issuing Entity[ and the Grantor Trust] shall punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Transaction Documents to which it is a party and in the instruments and agreements included in the Collateral, including filing or causing to be filed all UCC financing statements and continuation statements required to be filed by the terms of this Indenture and the other Transaction Documents to which it is a party in accordance with and within the time periods provided for herein and therein.

(d) If the Issuing Entity[ or the Grantor Trust] shall have actual knowledge of the occurrence of a Servicer Termination Event under the Servicing Agreement, the Issuing Entity[ or the Grantor Trust, as applicable,] shall promptly notify the Indenture Trustee and the Rating Agencies, and shall specify in such notice the response or action, if any, the Issuing Entity[ or the Grantor Trust, as applicable,] plans to take with respect of such Servicer Termination Event.

(e) Without derogating from the absolute nature of the assignment granted to the Indenture Trustee under this Indenture or the rights of the Indenture Trustee hereunder,[ each of ]the Issuing Entity[ and the Grantor Trust] agrees that, except as permitted by the Transaction Documents, it shall not, without the prior written consent of the Indenture Trustee or acting at the direction of the Holders of at least a majority in Outstanding Amount of the Controlling Class, as applicable in accordance with the terms of this Indenture, (i) amend, modify, waive, supplement, terminate or surrender, or agree to any amendment, modification, supplement, termination, waiver or surrender of, the terms of any Collateral or any of the Transaction Documents, or (ii) waive timely performance or observance by the Servicer under the Servicing Agreement, the Depositor under the Receivables Transfer Agreement, the Collateral Custodian under the Custodial Agreement, the Administrator under the Administration Agreement or the Sponsor or the Depositor under the Receivables Purchase Agreement, unless such amendment is made:

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(i) to correct or amplify the description of any property at any time subject to the Lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien of this Indenture;

(ii) to subject additional property to the Lien of this Indenture, provided that in the case of this clause (ii), the consent of the Certificateholders shall be required;

(iii) to add to the covenants of the Issuing Entity[ or the Grantor Trust,] for the benefit of the Securityholders or to surrender any right or power herein conferred upon the Issuing Entity;

(iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee;

(v) to cure any ambiguity, to correct or supplement any provision herein or in any Transaction Document which may be inconsistent with any other provision herein or in any supplemental indenture or in the Prospectus or any other Transaction Document; or

(vi) to evidence and provide for the acceptance of the appointment hereunder by a successor or additional trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI.

Section 3.8 Negative Covenants. So long as any Notes are Outstanding,[ neither] the Issuing Entity[ nor the Grantor Trust] shall[ not]:

(a) sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuing Entity[ or the Grantor Trust,] except as permitted in Section 3.10(b) and except the Issuing Entity may cause the Servicer to (i) collect, liquidate, sell or otherwise dispose of Receivables (including Purchased Receivables and Charged-Off Receivables), (ii) make cash payments out of the Designated Accounts and the Certificate Distribution Account and (iii) take other actions, in each case as permitted by the Transaction Documents;

(b) claim any credit on, or make any deduction from the principal or interest payable in respect of the Notes (other than amounts properly withheld from such payments under the Code or applicable provisions of State, local or non-U.S. tax law) or assert any claim against any present or former Noteholder by reason of the payment of the taxes levied or assessed upon any part of the Collateral;

(c) voluntarily commence any insolvency, readjustment of debt, marshaling of assets and liabilities or other proceeding, or apply for an order by a court or agency or supervisory authority for the winding-up or liquidation of its affairs or any other event specified in Section 5.1(f); or

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(d) either (i) permit the validity or effectiveness of this Indenture or any other Transaction Document to be impaired, or permit the Lien of this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Notes under this Indenture except as may be expressly permitted hereby, (ii) permit any Lien (other than the Permitted Liens and the Lien of this Indenture) to be created on or extend to or otherwise arise upon or burden the Collateral or any part thereof or any interest therein or the proceeds thereof (other than tax liens, mechanics’ liens and other liens that arise by operation of law, in each case on a Financed Vehicle and arising solely as a result of an action or omission of the related Obligor), or (iii) permit the Lien of this Indenture not to constitute a valid first priority security interest in the Collateral (other than with respect to any such tax, mechanics’ or other lien).

Section 3.9 Annual Statement as to Compliance. The Issuing Entity shall deliver to the Indenture Trustee on or before April 30 (and, if such date is not a Business Day, the next succeeding Business Day) of each year, beginning April 30, 20[ ], an Officer’s Certificate signed by an Authorized Officer, dated as of December 31 of the immediately preceding year, in each case stating that:

(a) a review of the activities of the Issuing Entity during the preceding 12-month period (or, with respect to the first such Officer’s Certificate, such period as shall have elapsed since the Closing Date) and of performance under this Indenture has been made under such Authorized Officer’s supervision; and

(b) to the best of such Authorized Officer’s knowledge, based on such review, the Issuing Entity has fulfilled all of its obligations under this Indenture throughout such period, or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such Authorized Officer and the nature and status thereof.

Section 3.10 Consolidation, Merger, etc., of Issuing Entity; Disposition of Issuing Entity Assets.

(a) The Issuing Entity shall not consolidate or merge with or into any other Person, unless:

(i) the Person (if other than the Issuing Entity) formed by or surviving such consolidation or merger shall be a Person organized and existing under the laws of the United States of America, or any State and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, the due and timely payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuing Entity to be performed or observed, all as provided herein;

(ii) immediately after giving effect to such merger or consolidation, no Default or Event of Default shall have occurred and be continuing;

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(iii) the Rating Agency Condition shall have been satisfied with respect to such transaction and such Person;

(iv) any action as is necessary to maintain the Lien created by this Indenture shall have been taken; and

(v) the Issuing Entity shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel addressed to the Issuing Entity and the Indenture Trustee, each stating:

(A) that such consolidation or merger and such supplemental indenture comply with this Section 3.10;

(B) that such consolidation or merger and such supplemental indenture shall have no material adverse tax consequence to the Issuing Entity or any Financial Party; and

(C) that all conditions precedent herein provided for in this Section 3.10 have been complied with, which shall include any filing required by the Exchange Act.

(b) Except as otherwise expressly permitted by this Indenture or the other Transaction Documents, the Issuing Entity shall not sell, convey, exchange, transfer or otherwise dispose of any of its properties or assets, including those included in the Collateral, to any Person, unless:

(i) the Person that acquires such properties or assets of the Issuing Entity (1) shall be a United States citizen or a Person organized and existing under the laws of the United States of America or any State and (2) by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee:

(A) expressly assumes the due and punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuing Entity to be performed or observed, all as provided herein;

(B) expressly agrees that all right, title and interest so sold, conveyed, exchanged, transferred or otherwise disposed of shall be subject and subordinate to the rights of the Secured Parties; and

(C) unless otherwise provided in such supplemental indenture, expressly agrees to indemnify, defend and hold harmless the Issuing Entity against and from any loss, liability or expense arising under or related to this Indenture and expressly agrees that such Person (or if a group of Persons, then one specified Person) shall make all filings with the Commission (and any other appropriate Person) required by the Exchange Act in connection with the Notes;

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(ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;

(iii) the Rating Agency Condition shall have been satisfied with respect to such transaction and such Person;

(iv) any action as is necessary to maintain the Lien created by this Indenture shall have been taken; and

(v) the Issuing Entity shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel addressed to the Issuing Entity and the Indenture Trustee, each stating that:

(A) such sale, conveyance, exchange, transfer or disposition and such supplemental indenture comply with this Section 3.10;

(B) such sale, conveyance, exchange, transfer or disposition and such supplemental indenture have no material adverse tax consequence to the Issuing Entity or to any Financial Parties; and

(C) all conditions precedent herein provided for in this Section 3.10 have been complied with, which shall include any filing required by the Exchange Act.

Section 3.11 Successor or Transferee.

(a) Upon any consolidation or merger of the Issuing Entity in accordance with Section 3.10(a), the Person formed by or surviving such consolidation or merger (if other than the Issuing Entity) shall succeed to, and be substituted for, and may exercise every right and power of, the Issuing Entity under this Indenture and the other Transaction Documents with the same effect as if such Person had been named as the Issuing Entity herein.

(b) Upon a conveyance or transfer of substantially all the assets and properties of the Issuing Entity pursuant to Section 3.10(b), the Issuing Entity shall be released from every covenant and agreement of this Indenture and the other Transaction Documents to be observed or performed on the part of the Issuing Entity with respect to the Notes immediately upon the delivery of written notice to the Indenture Trustee from the Person acquiring such assets and properties stating that the Issuing Entity is to be so released, subject to any survival provisions contained herein.

Section 3.12 No Other Business. The Issuing Entity shall not engage in any business or activity other than acquiring, holding and managing the Collateral and the proceeds therefrom in the manner contemplated by the Transaction Documents, issuing the Notes and the Certificates, making payments on the Notes and the Certificates and such other activities that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto, as set forth in Section 2.3 of the Trust Agreement.

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Section 3.13 No Borrowing. The Issuing Entity shall not issue, incur, assume, guarantee or otherwise become liable, directly or indirectly, for any indebtedness for money borrowed other than indebtedness for money borrowed in respect of the Notes or otherwise in accordance with the Transaction Documents.

Section 3.14 Guarantees, Loans, Advances and Other Liabilities. Except as contemplated by this Indenture or the other Transaction Documents,[ neither ]the Issuing Entity[ nor the Grantor Trust] shall[ not] make any loan or advance or credit to, or guarantee (directly or indirectly or by an instrument having the effect of assuring another’s payment or performance on any obligation or capability of so doing or otherwise), endorse or otherwise become contingently liable, directly or indirectly, in connection with the obligations, stocks or dividends of, or own, purchase, repurchase or acquire (or agree contingently to do so) any stock, obligations, assets or securities of, or any other interest in, or make any capital contribution to, any other Person.

Section 3.15 Servicer’s Obligations. The Issuing Entity shall use its best efforts to cause the Servicer to comply with its obligations under Section 2.7 of the Servicing Agreement.

Section 3.16 Capital Expenditures. The Issuing Entity shall not make any expenditure (whether by long-term or operating lease or otherwise) for capital assets (either real, personal or intangible property) other than the purchase of the Receivables and other property and rights from the Depositor pursuant to the Receivables Transfer Agreement.

Section 3.17 [RESERVED].

Section 3.18 Restricted Payments. Except for payments of principal or interest on or redemption of the Notes, so long as any Notes are Outstanding, the Issuing Entity shall not, directly or indirectly:

(a) pay any dividend or make any distribution (by reduction of capital or otherwise), whether in cash, property, securities or a combination thereof, to the Owner Trustee[, the Grantor Trust Trustee] or any owner of a beneficial interest in the Issuing Entity[, the Grantor Trust] or otherwise, in each case with respect to any ownership or equity interest or similar security in or of the Issuing Entity[ or the Grantor Trust, as applicable];

(b) redeem, purchase, retire or otherwise acquire for value any such ownership or equity interest or similar security; or

(c) set aside or otherwise segregate any amounts for any such purpose; provided, however, that the Issuing Entity[ and the Grantor Trust] may make, or cause to be made, distributions to the Servicer, the Depositor, the Indenture Trustee, the Owner Trustee,[ the Grantor Trust Trustee,] the Backup Servicer, the Collateral Custodian[, the Grantor Trust Certificateholder] and the Financial Parties as permitted by, and to the extent funds are available for such purpose under, this Indenture or the other Transaction Documents. [Neither t][T]he Issuing Entity[ nor the Grantor Trust] shall[ not], directly or indirectly, make payments to or distributions from the Collection Account except in accordance with this Indenture and the other Transaction Documents.

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Section 3.19 Notice of Events of Default. The Issuing Entity agrees to give the Indenture Trustee and the Rating Agencies prompt written notice of each Event of Default hereunder, each Servicer Termination Event, each default on the part of the Servicer of its obligations under the Servicing Agreement, each default on the part of the Depositor of its obligations under the Receivables Transfer Agreement and each default on the part of the Seller of its obligations under the Receivables Purchase Agreement.

Section 3.20 Further Instruments and Acts. Upon request of the Indenture Trustee,[ each of] the Issuing Entity[ and the Grantor Trust] shall execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture and the other Transaction Documents.

Section 3.21 Indenture Trustee’s Assignment of Purchased Receivables. Upon receipt of the Purchase Amount or the Liquidation Proceeds with respect to a Receivable, as the case may be, the Servicer, the Seller, the Depositor[,][ or] the Issuing Entity[ or the Grantor Trust] or the purchaser and assignee of the Charged-Off Receivable, as applicable, shall thereupon own such purchased or repurchased Receivable and all monies due thereon. Any such Receivable shall be deemed to be automatically released from the Lien of this Indenture without any action being taken by the Indenture Trustee upon payment of the Purchase Amount or upon receipt of the Proceeds or Liquidation Proceeds, as applicable, and the Servicer, the Seller, the Depositor[,][ or] the Issuing Entity[ or the Grantor Trust] or purchaser or assignee of the Charged-Off Receivable, as applicable, shall own such Receivable and all such security and documents, free of any further obligation to the Issuing Entity,[ the Grantor Trust,] the Indenture Trustee, the Noteholders or the Certificateholders with respect thereto. If in any enforcement suit or legal proceeding it is held that the Servicer or other purchaser of a Receivable may not enforce a Receivable on the ground that it is not a real party in interest or a holder entitled to enforce the Receivable, the Indenture Trustee shall, at the Servicer’s or such other purchaser’s or assignee’s expense and written direction, as applicable, take such steps as the Servicer or such other purchaser or assignee deems reasonably necessary to enforce the Receivable, including bringing suit in the Indenture Trustee’s name or the names of the Noteholders or, pursuant to Section 4.4, the Certificateholders.

Section 3.22 Representations and Warranties by the Issuing Entity[ and Grantor Trustee] to the Indenture Trustee. On the date hereof,[ each of] the Issuing Entity[ and the Grantor Trust] represents and warrants to the Indenture Trustee as follows:

(a) Good Title. No Receivable has been sold, transferred, assigned or pledged by the Issuing Entity[ or the Grantor Trust, respectively,] to any Person other than the Indenture Trustee; immediately prior to the conveyance of the Receivables pursuant to this Indenture, the [Grantor Trust][Issuing Entity] had good and marketable title thereto, free of any Lien; and, upon execution and delivery of this Indenture by the Issuing Entity[ and the Grantor Trust], the Indenture Trustee shall have a Lien on all of the right, title and interest of the Issuing Entity in, to and under the Receivables, the unpaid indebtedness evidenced thereby and the collateral security therefor, and such right, title and interest are free of any Lien other than the Lien of this Indenture.[ The Issuing Entity owns 100% of the beneficial interests in the Grantor Trust. The Grantor Trust has no subsidiaries.]

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(b) All Filings Made. All filings (including UCC filings) necessary in any jurisdiction to give the Indenture Trustee a first priority perfected security interest in the Receivables shall have been made or will be made within ten (10) days of the Closing Date.

ARTICLE IV

SATISFACTION AND DISCHARGE

Section 4.1 Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect with respect to the Notes except as to: (i) rights of registration of transfer and exchange; (ii) substitution of mutilated, destroyed, lost or stolen Notes; (iii) rights of Noteholders to receive payments of principal thereof and interest thereon; (iv) Sections 3.3, 3.4, 3.5, 3.8, 3.10, 3.12, 3.13, 3.19 and 3.21; (v) the rights, obligations and immunities of the Indenture Trustee and the Paying Agent hereunder (including the rights of the Indenture Trustee under Section 6.7 and the obligations of the Indenture Trustee under Sections 4.2 and 4.4); and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee or the Paying Agent payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuing Entity, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, if:

(a) either:

(i) all Notes theretofore authenticated and delivered (other than (A) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.5 and (B) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuing Entity and thereafter repaid to the Issuing Entity or discharged from such trust, as provided in Section 3.3) have been delivered to the Indenture Trustee for cancellation; or

(ii) all Notes not theretofore delivered to the Indenture Trustee for cancellation have become due and payable and the Issuing Entity has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee (or if the Indenture Trustee is not the Paying Agent, the Paying Agent), in trust, cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes when due on the Final Scheduled Distribution Date for such Notes or the Redemption Date for such Notes (if such Notes have been called for redemption pursuant to Section 10.1), as the case may be, and the Issuing Entity has paid or caused to be paid all other sums payable hereunder or under any Third Party Instrument by the Issuing Entity; and

(b) the Issuing Entity has delivered to the Indenture Trustee an Officer’s Certificate of the Issuing Entity, an Opinion of Counsel, each meeting the applicable requirements of Section 11.1(a) and each stating that all conditions precedent set forth in this Section 4.1 relating to the satisfaction and discharge of this Indenture have been complied with. The Indenture Trustee shall provide confirmation to the Issuing Entity that it has paid to the Noteholders all interest and principal due on the Notes.

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Section 4.2 Application of Trust Money. All monies deposited with the Indenture Trustee pursuant to this Article IV shall be held in trust and applied by the Indenture Trustee or the Paying Agent, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent, as the Indenture Trustee may determine, to the Holders of the particular Notes for the payment or redemption of which such monies have been deposited with the Indenture Trustee, of all sums due and to become due thereon for principal and interest, and to payment of all sums, if any, due or to become due to any holder of any Third Party Instrument; but such monies need not be segregated from other funds except to the extent required herein or as required by law.

Section 4.3 Repayment of Monies Held by Paying Agent. In connection with the satisfaction and discharge of this Indenture with respect to the Notes, all monies then held by any Paying Agent other than the Indenture Trustee under the provisions of this Indenture with respect to such Notes shall, upon demand of the Issuing Entity, be paid to the Indenture Trustee to be held and applied according to Section 3.3 and thereupon such Paying Agent shall be released from all further liability with respect to such monies.

Section 4.4 Duration of Position of Indenture Trustee. Notwithstanding the earlier payment in full of all principal and interest due to the Noteholders under the terms of the Notes and the cancellation of the Notes, the Indenture Trustee shall continue to act in the capacity as Indenture Trustee hereunder for the benefit of the Certificateholders, for purposes of compliance with, and the Indenture Trustee shall comply with, its obligations under Section 2.7, Section 6.8 and Article VIII hereof, and Section 5.2 of the Servicing Agreement, as appropriate, the Indenture Trustee in such capacity shall continue to have the rights, benefits and immunities set forth herein, including those in Article VI hereof.

ARTICLE V

ARTICLE V DEFAULT AND REMEDIES

Section 5.1 Events of Default. For the purposes of this Indenture, “Event of Default” wherever used herein, means any one of the following events:

(a) default in the payment of any interest on any Note (other than the Class XS Notes) of the Controlling Class when the same becomes due and payable, and such default shall continue for a period of five (5) Business Days;

(b) default in the payment in full of all then outstanding principal of any Class of Notes (other than the Class XS Notes) and accrued but unpaid interest due on any Class of Notes (other than the Class XS Notes) on the related Final Scheduled Distribution Date;

(c) default in the payment in full of any other amount due on the Notes (other than the Class XS Notes) when the same becomes due and payable, to the extent funds are available therefor, and such default shall continue for a period of five (5) Business Days;

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(d) material default in the observance or performance of any covenant or agreement of the Issuing Entity made in this Indenture (other than a covenant or agreement to pay interest or principal on any Note or any covenant or agreement a default in the observance or performance of which is specifically dealt with elsewhere in this list of defaults) and such default shall continue or not be cured for a period of sixty (60) days after there shall have been given, by registered or certified mail to the Issuing Entity by the Indenture Trustee, or to the Issuing Entity and the Indenture Trustee, by the Holders of Notes evidencing not less than 25% of the Outstanding Amount of the Controlling Class, a written notice specifying such default and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder;

(e) material default in the observance or performance of any other representation or warranty of the Issuing Entity made in this Indenture (other than a default the observance or performance of which is specifically dealt with elsewhere in this list of defaults) and such default shall continue or not be cured for a period of sixty (60) days after there shall have been given, by registered or certified mail to the Issuing Entity by the Indenture Trustee, or to the Issuing Entity and the Indenture Trustee, by the Holders of Notes evidencing not less than 25% of the Outstanding Amount of the Controlling Class, a written notice specifying such breach of representation or warranty and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder;

(f) the filing of a decree or order for relief by a court having jurisdiction in the premises in respect of the Issuing Entity or any substantial part of the Collateral in an involuntary case under any applicable federal or State bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Issuing Entity or for any substantial part of the Collateral, or ordering the winding-up or liquidation of the Issuing Entity’s affairs, and such decree or order shall remain unstayed and in effect for a period of ninety (90) consecutive days; or

(g) the commencement by the Issuing Entity of a voluntary case under any applicable federal or State bankruptcy, insolvency or other similar law now or hereafter in effect, or the consent by the Issuing Entity to the entry of an order for relief in an involuntary case under any such law, or the consent by the Issuing Entity to the appointment or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Issuing Entity or for any substantial part of the Collateral, or the making by the Issuing Entity of any general assignment for the benefit of creditors, or the failure by the Issuing Entity generally to pay its debts as such debts become due, or the taking of action by the Issuing Entity in furtherance of any of the foregoing.

Notwithstanding the foregoing, there will be no Event of Default where an Event of Default would otherwise exist under clauses (a), (b) and (c) above for a period of an additional ten business days or under clauses (d) and (e) for a period of an additional 30 days if the delay or failure giving rise to the Event of Default was caused by an act of God or other similar occurrence.

The Issuing Entity[ or the Grantor Trust] shall deliver to the Indenture Trustee, within five (5) Business Days after learning of the occurrence thereof, written notice in the form of an officer’s certificate of any event which with the giving of notice and the lapse of time would become an Event of Default, its status and what action the Issuing Entity[ or the Grantor Trust, as applicable,] is taking or proposes to take with respect thereto.

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Section 5.2 Acceleration of Maturity; Rescission and Annulment.

(a) If an Event of Default should occur and be continuing, the Indenture Trustee shall, at the written direction of the Holders of Notes representing not less than a majority of the Outstanding Amount of the Controlling Class, declare all the Notes to be immediately due and payable, by a notice in writing to the Issuing Entity (and to the Indenture Trustee if given by the Noteholders) setting forth the Event of Default or Events of Default, and upon any such declaration the unpaid principal amount of such Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable.

(b) If the Notes have been declared immediately due and payable following an Event of Default and before a judgment or decree for payment of the amount due has been obtained by the Indenture Trustee as hereinafter provided in this Article V, the Holders of Notes representing not less than a majority of the Outstanding Amount of the Controlling Class by written notice to the Issuing Entity,[ the Grantor Trust,] the Indenture Trustee and each Rating Agency, may waive all Defaults set forth in the notice delivered pursuant to Section 5.2(a) and rescind and annul such declaration of acceleration and its consequences; provided, that no such rescission and annulment shall extend to or affect any other Default or impair any right consequent thereto; and provided further, that if the Indenture Trustee shall have proceeded to enforce any right under this Indenture and such Proceedings shall have been discontinued or abandoned because of such rescission and annulment or for any other reason, or such Proceedings shall have been determined adversely to the Indenture Trustee, then and in every such case, the Indenture Trustee, the Issuing Entity and the Noteholders, as the case may be, shall be restored respectively to their former positions and rights hereunder, and all rights, remedies and powers of the Indenture Trustee, the Issuing Entity and the Noteholders, as the case may be, shall continue as though no such Proceedings had been commenced.

Section 5.3 Collection of Indebtedness and Suits for Enforcement by Indenture Trustee.

(a) The Issuing Entity covenants that if an Event of Default occurs and such Event of Default has not been waived pursuant to Section 5.12 (or rescinded pursuant to Section 5.2(b)), the Issuing Entity shall, upon demand of the Indenture Trustee, pay to the Indenture Trustee, for the ratable benefit of the Noteholders in accordance with their respective outstanding principal amounts, the whole amount then due and payable on such Notes for principal and interest, with interest upon the overdue principal, at the rate borne by the Notes and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest at the applicable Interest Rate and in addition thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counsel.

(b) If the Issuing Entity shall fail forthwith to pay such amounts upon such demand, the Indenture Trustee, in its own name and as trustee of an express trust, may institute a Proceeding for the collection of the sums so due and unpaid, may prosecute such Proceeding to judgment or final decree, may enforce the same against the Issuing Entity[ and the Grantor Trust] and may collect in the manner provided by law out of the property of the Issuing Entity[ or the Grantor Trust], wherever situated, the monies adjudged or decreed to be payable.

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(c) If the Notes have been declared to be immediately due and payable following an Event of Default, the Indenture Trustee may, as more particularly provided in Section 5.4, and shall at the direction of the Holders of Notes representing not less than a majority of the Outstanding Amount of the Controlling Class, proceed to protect and enforce its rights and the rights of the Noteholders, by such appropriate Proceedings as the Indenture Trustee or Holders of such Notes shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by applicable law.

(d) If there shall be pending, relative to the Issuing Entity[ or the Grantor Trust] or any Person having or claiming an ownership interest in the Collateral, Proceedings under Title 11 of the United States Code or any other applicable federal or State bankruptcy, insolvency or other similar law, or if a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuing Entity[, the Grantor Trust] or [their][its] property or such other Person, or in case of any other comparable judicial Proceedings relative to the Issuing Entity[, the Grantor Trust] or other obligor upon the Notes, or to the creditors or property of the Issuing Entity[, the Grantor Trust] or such other obligor, the Indenture Trustee, irrespective of whether the principal of any Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise:

(i) to file and prove a claim or claims for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor trustee, except as a result of negligence, bad faith or willful misconduct) and of the Noteholders allowed in such Proceedings;

(ii) unless prohibited by applicable law and regulations, to vote on behalf of the Holders of Notes in any election of a trustee, a standby trustee or Person performing similar functions in any such Proceedings;

(iii) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Noteholders and of the Indenture Trustee on their behalf; and

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(iv) to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee or the Holders of Notes allowed in any judicial proceedings relative to the Issuing Entity[ or the Grantor Trust], [their][its] creditors and [their][its] property; and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such Noteholders to make payments to the Indenture Trustee for application in accordance with the priorities set forth in the Transaction Documents, and, if the Indenture Trustee shall consent to the making of payments directly to such Noteholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor trustee except as a result of negligence, bad faith or willful misconduct.

(e) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Person.

(f) All rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any trial or other Proceedings relative thereto, and any such Proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the reasonable expenses, disbursements and compensation of the Indenture Trustee, each predecessor Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Holders of the Notes in accordance with the priorities set forth in the Transaction Documents.

(g) In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Noteholders, and it shall not be necessary to make any Noteholder a party to any such Proceedings.

Section 5.4 Remedies; Priorities.

(a) If an Event of Default shall have occurred and be continuing and the Notes have been accelerated under Section 5.2(a), the Indenture Trustee may, or at the written direction of the majority of the Holders of the Notes of the Controlling Class, shall do one or more of the following (subject to Sections 5.3 and 5.5):

(i) institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then due and payable on the Notes or under this Indenture with respect thereto, whether by declaration of acceleration or otherwise, enforce any judgment obtained, and collect from the Issuing Entity and any other obligor upon such Notes monies adjudged due;

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(ii) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Collateral;

(iii) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and the Noteholders;

(iv) sell or otherwise liquidate the Collateral or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law; and

(v) cause the [Grantor Trust][Issuing Entity], by means of a written direction, to sell or otherwise liquidate the Receivables or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law;

provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Collateral or cause the [Grantor Trust][Issuing Entity] to liquidate the Receivables at the direction of the Noteholders following an Event of Default and acceleration of the Notes, unless (i) (A) the Holders of all of the aggregate Outstanding Amount of the Notes consent thereto or (B) the proceeds of such sale or liquidation distributable to the Noteholders are sufficient to discharge in full the principal of and the accrued interest on the Notes, at the date of such sale or liquidation or (C) (x) there has been an Event of Default under Section 5.1(a), Section 5.1(b) or Section 5.1(c) or otherwise arising from a failure to make a required payment of principal on any Notes, (y) the Indenture Trustee determines that the Collateral will not continue to provide sufficient funds for the payment of principal of and interest on the Notes as and when they would have become due if the Notes had not been declared due and payable, and (z) the Indenture Trustee obtains the consent of Holders of 66 2/3% of the Outstanding Amount of the Notes and (ii) ten (10) days’ prior written notice of sale or liquidation has been given to the Rating Agencies by the Depositor, provided, however, that the Depositor shall have received such notice from the Indenture Trustee at least two (2) Business Days prior thereto. In determining such sufficiency or insufficiency with respect to clauses (B) and (C), the Indenture Trustee may, but need not, obtain and rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Collateral or the assets of the [Grantor Trust][Issuing Entity], as applicable, for such purpose; provided, however, that prior to the exercise of the right to sell all or any portion of the Collateral as provided herein, the Indenture Trustee shall provide a notice in writing to the Issuing Entity (with a copy to[ the Grantor Trust, the Grantor Trust Trustee,] the Depositor and the Owner Trustee) (the “Event of Default Sale Notice”) of its intention to sell all or any portion of the Collateral (the part to be sold being the “Subject Estate”), and if the Subject Estate is less than all of the Collateral, the portion of the Collateral to be sold. The Indenture Trustee shall not consummate any sale until at least seven (7) Business Days after the Event of Default Sale Notice has been given to the Issuing Entity (with a copy to[ the Grantor Trust and] the Depositor).

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(b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall, or shall direct the Paying Agent to, pay out such money or property together with all Available Funds and all amounts on deposit in the Collection Account, the Note Distribution Account, the Reserve Account [and the Class N Reserve Account] in accordance with, and in the order of priority set forth in, Section 2.7(f) hereof.

Section 5.5 Optional Preservation of the Collateral. If the Notes have been declared to be due and payable under Section 5.2 following an Event of Default and such declaration and its consequences have not been rescinded and annulled in accordance with Section 5.2(b), the Indenture Trustee may, but need not, elect to take and maintain possession of the Collateral and continue to apply the proceeds thereof as if there had been no declaration of acceleration; provided, however, that the Available Funds shall be applied in accordance with such declaration of acceleration in the manner specified in Section 2.7(f). It is the intent of the parties hereto and the Noteholders that there be at all times sufficient funds for the payment of principal of and interest on the Notes and the Indenture Trustee shall take such intent into account when determining whether or not to take and maintain possession of the Collateral. In determining whether to take and maintain possession of the Collateral, the Indenture Trustee may, but need not, obtain and rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Collateral for such purpose.

Section 5.6 Limitation of Suits. No Holder of any Note shall have any right to institute any Proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder unless:

(a) such Holder has previously given written notice to the Indenture Trustee of a continuing Event of Default;

(b) the Holders of not less than 25% of the Outstanding Amount of the Controlling Class have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder;

(c) such Holder or Holders have offered to the Indenture Trustee indemnity reasonably satisfactory to the Indenture Trustee against the costs, expenses and liabilities to be incurred in complying with such request;

(d) the Indenture Trustee for sixty (60) days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; and

(e) no direction inconsistent with such written request has been given to the Indenture Trustee during such sixty (60) day period by the Holders of a majority of the Outstanding Amount of the Controlling Class;

it being understood and intended that no one or more Holders of Notes shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes or to obtain or to seek to obtain priority or preference over any other Holders of Notes or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable (on the basis of the respective aggregate

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amount of principal and interest, respectively, due and unpaid on the Notes held by each Noteholder) and common benefit of all holders of Notes. For the protection and enforcement of the provisions of this Section 5.6, each and every Noteholder shall be entitled to such relief as can be given either at law or in equity.

If the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes, each representing less than a majority of the Outstanding Amount of the Controlling Class, the Indenture Trustee shall follow the request of the group of Holders of Notes representing the highest percentage of Outstanding Amount of the Controlling Class, notwithstanding any other provisions of this Indenture.

Section 5.7 Unconditional Rights of Noteholders To Receive Principal and Interest. Notwithstanding any other provisions in this Indenture, the Holder of any Note shall have the right, which is absolute and unconditional, to receive payment of the principal of and interest on such Note on or after the respective due dates thereof expressed in such Note or in this Indenture in accordance with the terms thereof, and to institute suit for the enforcement of any such payment, and such right shall not be impaired without the consent of such Holder.

Section 5.8 Restoration of Rights and Remedies. If the Indenture Trustee or any Noteholder has instituted any Proceeding to enforce any right or remedy under this Indenture and such Proceeding has been discontinued or abandoned for any reason or has been determined adversely to the Indenture Trustee or to such Noteholder, then and in every such case the Issuing Entity, the Indenture Trustee and the Noteholders shall, subject to any determination in such Proceeding, be restored severally to their respective former positions hereunder, and thereafter all rights and remedies of the Indenture Trustee and the Noteholders shall continue as though no such Proceeding had been instituted.

Section 5.9 Rights and Remedies Cumulative. No right or remedy herein conferred upon or reserved to the Indenture Trustee or to the Noteholders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

Section 5.10 Delay or Omission Not a Waiver. No delay or omission of the Indenture Trustee or any Holder of any Note to exercise any right or remedy accruing upon any Default or Event of Default shall impair any such right or remedy or constitute a waiver of any such Default or Event of Default or an acquiescence therein. Every right and remedy given by this Article V or by law to the Indenture Trustee or to the Noteholders may be exercised from time to time, and as often as may be deemed expedient, by the Indenture Trustee or by the Noteholders, as the case may be.

Section 5.11 Control by Noteholders. The Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Controlling Class shall have the right to direct in writing the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided, however, that:

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(a) such direction shall not be in conflict with any rule of law or with this Indenture;

(b) subject to the express terms of Section 5.4, any direction to the Indenture Trustee to sell or liquidate the Collateral or cause the [Grantor Trust][Issuing Entity] to sell or liquidate the Receivables shall be by the Holders of Notes representing not less than 100% of the Outstanding Amount of the Notes;

(c) if the conditions set forth in Section 5.5 have been satisfied and the Indenture Trustee elects to retain the Collateral pursuant to Section 5.5, then any direction to the Indenture Trustee by Holders of Notes representing less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Collateral or cause the [Grantor Trust][Issuing Entity] to sell or liquidate the Receivables shall be of no force and effect; and

(d) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; provided, however, that, subject to Section 6.1, the Indenture Trustee need not take any action that it determines might cause it to incur any liability (a) with respect to which the Indenture Trustee shall have reasonable grounds to believe that adequate indemnity against such liability is not assured to it and (b) which might materially adversely affect the rights of any Noteholders not consenting to such action.

Section 5.12 Waiver of Past Defaults.

(a) Prior to the declaration of the acceleration of the maturity of the Notes as provided in Section 5.2, the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Controlling Class may waive any past Default or Event of Default and its consequences except a Default (i) in the payment of principal of or interest on any of the Notes or (ii) in respect of a covenant or provision hereof which cannot be modified or amended without the consent of the Holder of each Note (other than the Class XS Notes). In the case of any such waiver, the Issuing Entity,[ the Grantor Trust,] the Indenture Trustee and the Noteholders shall be restored to their respective former positions and rights hereunder; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereto.

(b) Upon any such waiver, such Default shall cease to exist and be deemed to have been cured and not to have occurred, and any Event of Default arising therefrom shall be deemed to have been cured and not to have occurred, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereto.

Section 5.13 Undertaking for Costs. All parties to this Indenture agree, and each Holder of any Note by such Holder’s acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any Proceeding for the enforcement of any right or remedy under this Indenture, or in any Proceeding against the Indenture Trustee for any action taken, suffered or omitted by it as Indenture Trustee, the filing by any party litigant in such Proceeding of an undertaking to pay the costs of such Proceeding, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in such Proceeding, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section 5.13 shall not apply to:

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(a) any Proceeding instituted by the Indenture Trustee;

(b) any Proceeding instituted by any Noteholder, or group of Noteholders, in each case holding in the aggregate more than 10% of the Outstanding Amount of the Controlling Class; or

(c) any Proceeding instituted by any Noteholder for the enforcement of the payment of principal of or interest on any Note on or after the respective due dates expressed in such Note and in this Indenture (or, in the case of redemption, on or after the Redemption Date).

Section 5.14 Waiver of Stay or Extension Laws. [Each of t][T]he Issuing Entity[ and the Grantor Trust] covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, or plead or in any manner whatsoever, claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture. [Each of t][T]he Issuing Entity[ and the Grantor Trust] (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it shall not hinder, delay or impede the execution of any power herein granted to the Indenture Trustee, but shall suffer and permit the execution of every such power as though no such law had been enacted.

Section 5.15 Action on Notes. The Indenture Trustee’s right to seek and recover judgment on the Notes or under this Indenture shall not be affected by the seeking, obtaining or application of any other relief under or with respect to this Indenture. Neither the Lien of this Indenture nor any rights or remedies of the Indenture Trustee or the Noteholders shall be impaired by the recovery of any judgment by the Indenture Trustee against the Issuing Entity[ or the Grantor Trust] or by the levy of any execution under such judgment upon any portion of the Collateral or upon any of the assets of the Issuing Entity[ or the Grantor Trust]. Any money or property collected by the Indenture Trustee shall be applied in accordance with Section 5.4(b).

Section 5.16 Performance and Enforcement of Certain Obligations.

(a) Promptly following a request from the Indenture Trustee to do so and at the Issuing Entity’s expense,[ each of] the Issuing Entity[ and the Grantor Trust] agrees to take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Depositor and the Servicer of their respective obligations to the Issuing Entity[ or the Grantor Trust] under or in connection with the Servicing Agreement and the Trust Agreement, by the Seller of its obligations under or in connection with the Receivables Purchase Agreement, by the Depositor of its limited repurchase obligations under or in connection with the Receivables Transfer Agreement or by any obligor under a Third Party Instrument of its obligations under or in accordance with the Third Party Instrument, in each case in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully

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available to the Issuing Entity[ and the Grantor Trust] under or in connection with the Servicing Agreement, the Trust Agreement, the Receivables Purchase Agreement, the Receivables Transfer Agreement and any Third Party Instrument to the extent and in the manner directed by the Indenture Trustee, including the transmission of notices of default on the part of the Seller, the Depositor, the Servicer or any obligor under a Third Party Instrument thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller, the Depositor, the Servicer or any obligor under a Third Party Instrument of their respective obligations under the Receivables Purchase Agreement, the Receivables Transfer Agreement, the Servicing Agreement and any Third Party Instrument, as applicable.

If an Event of Default has occurred and is continuing, the Indenture Trustee may, and, at the written direction of the Holders of the majority of the Outstanding Amount of the Controlling Class shall, exercise all rights, remedies, powers, privileges and claims of the Issuing Entity[ or the Grantor Trust] against the Servicer or any obligor under a Third Party Instrument under or in connection with the Servicing Agreement or a Third Party Instrument, against the Seller under or in connection with the Receivables Purchase Agreement and against the Depositor under or in connection with the Receivables Transfer Agreement, including the right or power to take any action to compel or secure performance or observance by the Servicer, the Seller or the Depositor of each of their obligations to the Issuing Entity thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Servicing Agreement, the Receivables Purchase Agreement or the Receivables Transfer Agreement and any right of the Issuing Entity[ or the Grantor Trust] to take such action shall be suspended.

ARTICLE VI

THE INDENTURE TRUSTEE

Section 6.1 Duties of Indenture Trustee.

(a) If an Event of Default has occurred and is continuing, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.

(b) Except during the continuance of an Event of Default:

(i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and the other Transaction Documents to which it is a party and no implied covenants or obligations shall be read into this Indenture or any other Transaction Document against the Indenture Trustee; and

(ii) in the absence of bad faith on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture or the other Transaction Documents; provided, however, that the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture.

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(c) The Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, or its own bad faith, except that:

(i) this Section 6.1(c) does not limit the effect of Section 6.1(b);

(ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and

(iii) the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to any provision of this Indenture or any other Transaction Document.

(d) The Indenture Trustee shall not be liable for interest on any money received by it except as set forth in the Transaction Documents and as the Indenture Trustee may agree in writing with the Issuing Entity.

(e) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law or the terms of this Indenture, the Servicing Agreement or the Trust Agreement.

(f) No provision of this Indenture or any other Transaction Document (including after the occurrence of an Event of Default) shall require the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayments of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

(g) Every provision of this Indenture and each other Transaction Document relating to the Indenture Trustee shall be subject to the provisions of this Section 6.1 and to the provisions of the TIA.

(h) The Indenture Trustee shall have no liability or responsibility for the acts or omissions of the Issuing Entity, the Servicer, the Backup Servicer, the Depositor, the Sponsor,[ the Grantor Trust,] any other party to any of the Transaction Documents, including as a result of any other party’s failure to comply with Regulation RR.

(i) In no event shall the Indenture Trustee be liable for any damages in the nature of special, indirect or consequential damages, however styled, including lost profits.

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Section 6.2 Rights of Indenture Trustee.

(a) The Indenture Trustee may conclusively rely on any document believed by it to be genuine and to have been signed or presented by the proper Person. The Indenture Trustee need not investigate any fact or matter stated in the document. The Indenture Trustee need not investigate or re-calculate, certify or verify any information, statement, representation or warranty or any fact or matter stated in any such document and may conclusively rely as to the truth, content and accuracy of the statements and correctness of the opinions expressed therein.

(b) Except as otherwise set forth in Section 7.5 of this Agreement and Section 3.1(d) of the Receivables Transfer Agreement, before the Indenture Trustee acts or refrains from acting, it may require an Officer’s Certificate or an Opinion of Counsel (at the cost of the party requesting the Indenture Trustee to act or refrain from acting). The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on the Officer’s Certificate or Opinion of Counsel.

(c) The Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or Affiliates or a custodian or nominee, and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, any such agent, attorney, custodian or nominee appointed with due care by it hereunder.

(d) The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, however, that the Indenture Trustee’s conduct does not constitute willful misconduct, negligence or bad faith.

(e) The Indenture Trustee may consult with counsel, and the advice or opinion of counsel with respect to legal matters relating to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel.

(f) The Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture or any other Transaction Document, unless such Holders shall have offered to the Indenture Trustee security or indemnity satisfactory to the Indenture Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction.

(g) The Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document unless requested in writing to do so by a majority of the Controlling Class; provided, however, that if the Indenture Trustee determines that payment within a reasonable time of such costs, expenses and losses or liabilities is not reasonably assured to it, the Indenture Trustee may require indemnity or security satisfactory to it from the Noteholders requesting such an investigation, against such costs, expenses and losses or liabilities as a condition to proceeding with such investigation.

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(h) The Indenture Trustee shall not be charged with knowledge of any event or information, including any default or Event of Default or Servicer Termination Event, or be required to act upon any event or information, including any default or Event of Default or Servicer Termination Event (including the sending of any notice), unless a Responsible Officer of the Indenture Trustee actually knows of or receives written notice of such event or information and shall have no duty to take any action to determine whether any default, or Event of Default or Servicer Termination Event or event has occurred. Absent a Responsible Officer actually knowing of or receiving written notice in accordance with this Section, the Indenture Trustee may conclusively assume that no such event, default or Event of Default or Servicer Termination Event has occurred. Publicly available information does not constitute actual or constructive knowledge or notice to the Indenture Trustee.

(i) The Indenture Trustee shall not be imputed with the knowledge of, or information possessed or obtained by, the Collateral Custodian and knowledge of the Collateral Custodian shall not be attributed or imputed to the Indenture Trustee.

(j) Any delays in or failure by the Indenture Trustee in the performance of any obligations hereunder shall be excused if and to the extent caused by any force majeure event.

(k) Notwithstanding anything to the contrary in this Indenture or any other Transaction Document, the Indenture Trustee shall not be required to any action that is not in accordance with Applicable Laws.

(l) The right of the Indenture Trustee to perform any permissive or discretionary act enumerated in this Indenture or any related document shall not be construed as a duty.

(m) The Indenture Trustee is not required to ensure that the Issuing Entity’s security interest in the Trust Estate is valid or enforceable, or to monitor status of a lien or performance of the Trust Estate.

(n) The Indenture Trustee shall have no duty to see to, or be responsible for the correctness or accuracy of, any recording, filing or depositing of this Indenture or any agreement referred to herein, or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any rerecording, refilling or re-depositing of any thereof.

(o) The parties hereto acknowledge that in accordance with the Customer Identification Program requirements under the USA PATRIOT Act and its implementing regulations, the Indenture Trustee in order to help fight the funding of terrorism and money laundering, is required to obtain, verify, and record information that identifies each person or legal entity that establishes a relationship or opens an account with the Indenture Trustee. Each party hereby agrees that it shall use commercially reasonable efforts to provide the Indenture Trustee with such information as the Indenture Trustee may request that will help the Indenture Trustee to identify and verify each party’s identity, including without limitation each party’s name, physical address, tax identification number, organizational documents, certificate of good standing, license to do business, or other pertinent identifying information.

(p) The rights, privileges, protections, immunities and benefits given to the Indenture Trustee, including its right to be indemnified, are extended to, and shall be enforceable by, [             ], in each of its capacities hereunder, including its capacity under Section 4.4 hereof, and in connection with the performance of any of its duties or obligations under any of the Transaction Documents.

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(q) For the avoidance of doubt, the Indenture Trustee shall not be responsible for determining whether any breach of representations or warranty or document defect constitutes a breach or defect or a material breach or defect.

Section 6.3 Indenture Trustee May Own Notes. The Indenture Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Issuing Entity, the Servicer or any of their respective Affiliates with the same rights it would have if it were not Indenture Trustee; provided, however, that the Indenture Trustee shall comply with Sections 6.10 and 6.11. Any Paying Agent, Note Registrar, co-registrar or co-paying agent may do the same with like rights.

Section 6.4 Indenture Trustee’s Disclaimer. The Indenture Trustee shall not be responsible for and makes no representation as to the validity or adequacy of any Transaction Document, including this Indenture or the Notes, it shall not be accountable for the Issuing Entity’s use of the proceeds from the Notes, it shall not have any responsibility to monitor or cause the Issuing Entity to comply with Regulation RR and it shall not be responsible for any statement of the Issuing Entity[ or the Grantor Trust] in the Indenture or in any document issued in connection with the sale of the Notes or in the Notes other than the Indenture Trustee’s certificate of authentication.

Section 6.5 Notice of Events of Default. If an Event of Default occurs and is continuing and a Responsible Officer of the Indenture Trustee has actual knowledge or has received written notice thereof, the Indenture Trustee shall mail to each Noteholder notice of the Event of Default within ten (10) days after it is known to a Responsible Officer of the Indenture Trustee. Except in the case of an Event of Default in payment of principal of or interest on any Note, the Indenture Trustee may withhold the notice if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of Noteholders.

Section 6.6 Reports by Indenture Trustee. The Indenture Trustee shall deliver to each Noteholder the documents and information set forth in Article VII and, in addition, all such information with respect to the Notes as may be required to enable such Holder to prepare its federal and State income tax returns.

Section 6.7 Compensation; Indemnity.

(a) The Issuing Entity shall pay to the Indenture Trustee from time to time reasonable compensation for its services. The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuing Entity shall reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services; provided, however, that the Issuing Entity need not reimburse the Indenture Trustee for any expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faith. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s

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agents, external counsel, accountants and experts. The Issuing Entity shall indemnify the Indenture Trustee for, and hold it and its officers, directors, employees, representatives and agents, harmless against, any and all loss, liability or expense (including reasonable attorneys’ fees and expenses and court costs, and any loss or expense incurred in connection with a successful defense, in whole or in part, of any claim that the Indenture Trustee breached its standard of care or any enforcement (including any successful action, claim or suit brought) by the Indenture Trustee of any indemnification of the Issuing Entity) incurred by it in connection with the administration of this trust and the performance of its duties hereunder; provided, however, that the Issuing Entity need not indemnify the Indenture Trustee for, or hold it harmless against, any such loss, liability or expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faith. The Indenture Trustee shall notify the Issuing Entity and the Administrator promptly of any claim for which it may seek indemnity. Any failure by the Indenture Trustee to so notify the Issuing Entity and the Administrator shall not, however, relieve the Issuing Entity of its obligations hereunder. The Administrator, on behalf of the Issuing Entity, shall defend any such claim. The Indenture Trustee may have separate counsel in connection with the defense of any such claim, and the Issuing Entity, shall pay the fees and expenses of such counsel.

(b) The Issuing Entity’s payment obligations to the Indenture Trustee pursuant to this Section 6.7 shall survive the discharge or assignment of this Indenture and the resignation or removal of any party. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.1(e) or Section 5.1(f) with respect to the Issuing Entity[ or the Grantor Trust], the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or State bankruptcy, insolvency or similar law.

Section 6.8 Replacement of Indenture Trustee.

(a) The Indenture Trustee may at any time give notice of its intent to resign by so notifying the Issuing Entity; provided, however, that no such resignation shall become effective and the Indenture Trustee shall not resign prior to the time set forth in Section 6.8(c). The Holders of a majority in Outstanding Amount of the Controlling Class may remove the Indenture Trustee by so notifying the Indenture Trustee upon at least thirty (30) days prior written notice and may appoint a successor Indenture Trustee. Such resignation or removal shall become effective in accordance with Section 6.8(c). The Issuing Entity shall remove the Indenture Trustee if:

(i) the Indenture Trustee fails to comply with Section 6.11;

(ii) a Bankruptcy Event occurs with respect to the Indenture Trustee;

(iii) a receiver or other public officer takes charge of the Indenture Trustee or its property; or

(iv) the Indenture Trustee otherwise becomes incapable of acting.

(b) If the Indenture Trustee gives notice of its intent to resign or is removed or if a vacancy exists in the office of the Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Issuing Entity shall promptly appoint and designate a successor Indenture Trustee.

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(c) A successor Indenture Trustee shall deliver a written acceptance of its appointment and designation to the retiring Indenture Trustee and the other parties to this Indenture. Thereupon the resignation or removal of the retiring Indenture Trustee shall become effective and the successor Indenture Trustee shall have all the rights, powers and duties of the Indenture Trustee under this Indenture. The successor Indenture Trustee shall deliver a notice of its succession to Noteholders. The retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee.

(d) If a successor Indenture Trustee does not take office within sixty (60) days after the Indenture Trustee gives notice of its intent to resign or is removed, the retiring Trustee, the Issuing Entity or the Holders of a majority of the Outstanding Amount of the Controlling Class may petition any court of competent jurisdiction for the appointment and designation of a successor Indenture Trustee (at the expense of the Issuing Entity).

(e) If the Indenture Trustee fails to comply with Section 6.11, any Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee.

Section 6.9 Merger or Consolidation of Indenture Trustee.

(a) Any corporation into which the Indenture Trustee may be merged or with which it may be consolidated, or any corporation resulting from any merger or consolidation to which the Indenture Trustee shall be a party, or any corporation succeeding to the corporate trust business of the Indenture Trustee, shall be the successor of the Indenture Trustee under this Indenture; provided, however, that such corporation shall be eligible under the provisions of Section 6.11, without the execution or filing of any instrument or any further act on the part of any of the parties to this Indenture, anything in this Indenture to the contrary notwithstanding.

(b) If at the time such successor or successors by merger or consolidation to the Indenture Trustee shall succeed to the trusts created by this Indenture, any of the Notes shall have been authenticated but not delivered, any such successor to the Indenture Trustee may adopt the certificate of authentication of any predecessor trustee, and deliver such Notes so authenticated; and in case at that time any of the Notes shall not have been authenticated, any successor to the Indenture Trustee may authenticate such Notes either in the name of any predecessor hereunder or in the name of the successor to the Indenture Trustee. In all such cases such certificate of authentication shall have the same full force as is provided anywhere in the Notes or herein with respect to the certificate of authentication of the Indenture Trustee.

Section 6.10 Appointment of Co-Indenture Trustee or Separate Indenture Trustee.

(a) Notwithstanding any other provisions of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Collateral or any Financed Vehicle may at the time be located, the Indenture Trustee shall have the power and may execute and deliver all instruments to appoint one or more Persons to act as a co-trustee or

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co-trustees, or separate trustee or separate trustees, of all or any part of the Collateral, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders, such title to the Collateral, or any part hereof, and, subject to the other provisions of this Section 6.10, such powers, duties, obligations, rights and trusts as the Indenture Trustee may consider necessary or desirable. No co-trustee or separate indenture trustee hereunder shall be required to meet the terms of eligibility as a successor indenture trustee under Section 6.11 and no notice to Noteholders of the appointment of any co-trustee or separate indenture trustee shall be required under Section 6.8.

(b) Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions:

(i) all rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Indenture Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Indenture Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Collateral or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Indenture Trustee;

(ii) no trustee (including the Indenture Trustee, separate trustees and co-trustees) hereunder shall be personally liable by reason of any act, omission or appointment of any other trustee (including separate trustees and co-trustees) hereunder; and

(iii) the Indenture Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee.

(c) Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Article VI. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Every such instrument shall be filed with the Indenture Trustee.

(d) Any separate trustee or co-trustee may at any time constitute the Indenture Trustee, its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

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Section 6.11 Eligibility; Disqualification. The Indenture Trustee shall at all times satisfy the requirements of TIA § 310(a). The Indenture Trustee shall have a combined capital and surplus of at least $[ ] as set forth in its most recent published annual report of condition and (unless waived by the Rating Agencies) it shall have a long term unsecured debt rating that falls within an investment grade category by the Rating Agencies. The Indenture Trustee shall comply with TIA § 310(b); provided, however, that there shall be excluded from the operation of TIA § 310(b)(1) any indenture or indentures under which other securities of the Issuing Entity are outstanding if the requirements for such exclusion set forth in TIA § 310(b)(1) are met.

Section 6.12 Preferential Collection of Claims Against Issuing Entity. The Indenture Trustee shall comply with TIA § 311(a), excluding any creditor relationship listed in TIA § 311(b). A trustee who has resigned or been removed shall be subject to TIA § 311(a) to the extent indicated.

Section 6.13 Representations and Warranties of Indenture Trustee. The Indenture Trustee represents and warrants as of the Closing Date that:

(a) the Indenture Trustee (i) is a national banking association duly organized, validly existing and in good standing under the laws of the United States of America and (ii) satisfies the eligibility criteria set forth in Section 6.11;

(b) the Indenture Trustee has full power, authority and legal right to execute, deliver and perform this Indenture, and has taken all necessary action to authorize the execution, delivery and performance by it of this Indenture;

(c) the execution, delivery and performance by the Indenture Trustee of this Indenture (i) shall not violate any provision of any law or regulation governing the banking and trust powers of the Indenture Trustee or any order, writ, judgment or decree of any court, arbitrator, or governmental authority applicable to the Indenture Trustee or any of its assets, (ii) shall not violate any provision of the corporate charter or by-laws of the Indenture Trustee, or (iii) shall not violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of any Lien on any properties included in the Collateral pursuant to the provisions of any mortgage, indenture, contract, agreement or other undertaking to which it is a party, which violation, default or Lien could reasonably be expected to have a materially adverse effect on the Indenture Trustee’s performance or ability to perform its duties under this Indenture or on the transactions contemplated in this Indenture;

(d) the execution, delivery and performance by the Indenture Trustee of this Indenture shall not require the authorization, consent or approval of, the giving of notice to, the filing or registration with, or the taking of any other action in respect of, any governmental authority or agency regulating the banking and corporate trust activities of the Indenture Trustee; and

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(e) this Indenture has been duly executed and delivered by the Indenture Trustee and constitutes the legal, valid and binding agreement of the Indenture Trustee, enforceable in accordance with its terms.

Section 6.14 Indenture Trustee May Enforce Claims Without Possession of Notes. All rights of action and claims under this Indenture or the Notes may be prosecuted and enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Indenture Trustee shall be brought in its own name as Indenture Trustee. Any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, be for the ratable benefit of the Noteholders and (only to the extent expressly provided herein) the Certificateholders in respect of which such judgment has been obtained.

Section 6.15 Suit for Enforcement. If an Event of Default shall occur and be continuing, the Indenture Trustee may, subject to the provisions of Section 6.1, proceed to protect and enforce its rights and the rights of the Noteholders under this Indenture by Proceedings whether for the specific performance of any covenant or agreement contained in this Indenture or in aid of the execution of any power granted in this Indenture or for the enforcement of any other legal, equitable or other remedy as the Indenture Trustee, being directed by the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Controlling Class shall deem most effectual to protect and enforce any of the rights of the Indenture Trustee or the Noteholders.

Section 6.16 Rights of Noteholders to Direct Indenture Trustee. Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Controlling Class shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee or exercising any trust or power conferred on the Indenture Trustee; provided, however, that subject to Section 6.1, the Indenture Trustee shall have the right to decline to follow any such direction if the Indenture Trustee determines that the action so directed may not lawfully be taken, or if the Indenture Trustee in good faith shall, by a Responsible Officer, determine that the proceedings so directed would be illegal or subject it to personal liability or be unduly prejudicial to the rights of Noteholders not parties to such direction; and provided, further, that nothing in this Indenture shall impair the right of the Indenture Trustee to take any action deemed proper by the Indenture Trustee and which is not inconsistent with such direction by the Noteholders.

Section 6.17 Reports by Indenture Trustee.

(a) The Indenture Trustee shall:

(i) deliver to the Depositor, the Owner Trustee[, the Grantor Trust Trustee] and the Servicer a report of its assessment of compliance with the Servicing Criteria set forth in Exhibit [ ], including disclosure of any material instance of non-compliance identified by the Indenture Trustee, as required by Rule 13a-18 and Rule 15d-18 of the Exchange Act and Item 1122 of Regulation AB under the Securities Act;

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(ii) cause a firm of registered public accountants that is qualified and independent within the meaning of Rule 2-01 of Regulation S-X under the Securities Act to deliver to the Depositor, the Owner Trustee[, the Grantor Trust Trustee] and the Servicer an attestation report that satisfies the requirements of Rule 13a-18 or Rule 15d-18 under the Exchange Act, as applicable, on the assessment of compliance with Servicing Criteria with respect to the prior calendar year for inclusion in the Issuing Entity’s 10-K filing; such attestation report shall be in accordance with Rule 1-02(a)(3) and Rule 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; and

(iii) deliver to the Depositor and any other Person that will be responsible for signing the certification (a “Sarbanes Certification”) required by Rule 13a-14(d) and Rule 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Sarbanes-Oxley Act of 2002) on behalf of the Issuing Entity or the Depositor with respect to this securitization transaction a certification substantially in the form attached hereto as Exhibit [ ] or such form as mutually agreed upon by the Depositor and the Indenture Trustee; the Indenture Trustee acknowledges that the parties identified in this clause (iii) may rely on the certification provided by the Indenture Trustee pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission.

(b) The reports referred to in Section 6.17(a) shall be delivered on or before March [             ] of each year that a 10-K filing is required to be filed by the Issuing Entity, beginning March [             ], 20[     ] (and if such date is not a Business Day, the next succeeding Business Day), unless the Issuing Entity is not required to file periodic reports under the Exchange Act or any other law, in which case such reports may be delivered on or before April [             ] of each calendar year, beginning April 30, 20[     ].

ARTICLE VII

NOTEHOLDERS’ LISTS AND REPORTS

Section 7.1 Issuing Entity To Furnish Indenture Trustee and Paying Agent Names and Addresses of Noteholders. The Issuing Entity shall furnish or cause to be furnished to the Indenture Trustee and the Paying Agent (a) not more than five (5) days before each Distribution Date a list, in such form as the Indenture Trustee or the Paying Agent may reasonably require, of the names and addresses of the Holders of Notes as of the close of business on the related Record Date, and (b) at such other times as the Indenture Trustee or Paying Agent may request in writing, within thirty (30) days after receipt by the Issuing Entity of any such request, a list of similar form and content as of a date not more than ten (10) days prior to the time such list is furnished; provided, however, that so long as the Indenture Trustee is the Note Registrar or the Notes are issued as Book-Entry Notes, no such list shall be required to be furnished.

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Section 7.2 Preservation of Information, Communications to Noteholders.

(a) The Indenture Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of the Holders of Notes contained in the most recent list furnished to the Indenture Trustee as provided in Section 7.1 and the names and addresses of Holders of Notes received by the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any list furnished to it as provided in such Section 7.1 upon receipt of a new list so furnished.

(b) Noteholders may communicate pursuant to TIA § 312(b) with other Noteholders with respect to their rights under this Indenture or under the Notes.

(c) The Issuing Entity, the Indenture Trustee and the Note Registrar shall have the protection of TIA § 312(c).

Section 7.3 Reports by the Issuing Entity[ and the Grantor Trust].

(a) The Issuing Entity[ and the Grantor Trust, respectively,] shall file with the Indenture Trustee: (i) within fifteen (15) days after the Issuing Entity is required to file the same with the Commission, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations prescribe) which the Issuing Entity may be required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act or Item 1122 of Regulation AB; (ii) file with the Indenture Trustee and the Commission in accordance with rules and regulations prescribed from time to time by the Commission such additional information, documents and reports with respect to compliance by the Issuing Entity[ and the Grantor Trust, as applicable,] with the conditions and covenants of this Indenture as may be required from time to time by such rules and regulations; and (iii) supply to the Indenture Trustee (and the Indenture Trustee shall transmit by mail to all Noteholders described in TIA § 313(c)) such summaries of any information, documents and reports required to be filed by the Issuing Entity pursuant to clauses (i) and (ii) of this Section 7.3(a) as may be required by rules and regulations prescribed from time to time by the Commission.

(b) Unless the Issuing Entity[ or the Grantor Trust] otherwise determines, the fiscal year of the Issuing Entity[ and the Grantor Trust, respectively,] shall end on December 31 of such year.

Section 7.4 Reports by Indenture Trustee.

(a) If required by TIA § 313(a), within sixty (60) days after each [             ] 15, beginning with [             ] 15, 20[     ], the Indenture Trustee shall mail to each Noteholder as required by TIA § 313(c) a brief report dated as of such date that complies with TIA § 313(a). The Indenture Trustee also shall comply with TIA § 313(b). A copy of any report delivered pursuant to this Section 7.4(a) shall, at the time of its mailing to Noteholders, be filed by the Indenture Trustee with the Commission and each stock exchange, if any, on which the Notes are listed.

(b) On or prior to each Distribution Date the Indenture Trustee shall deliver or make available on its website a copy of the statement for the related Collection Period or Periods applicable to such Distribution Date as required pursuant to Section 3.7 of the Servicing Agreement.

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Section 7.5 Noteholder Communications.

(a) Noteholder Communications with Indenture Trustee. A Noteholder (if the Notes are represented by Definitive Notes) or a Note Owner (if the Notes are represented by Book-Entry Notes) may communicate with the Indenture Trustee and give notices and make requests and demands and give directions to the Indenture Trustee through the procedures of the Clearing Agency and by notice to the Indenture Trustee. In the event that a Verified Note Owner communicates with the Indenture Trustee, the Indenture Trustee shall provide a copy of the supporting evidence provided to the Indenture Trustee to the Administrator. The Indenture Trustee will not be required to take action in response to requests, demands or directions of a Noteholder or a Verified Note Owner, other than requests, demands or directions relating to obligations of the Indenture Trustee in connection with an Asset Representations Review Notice explicitly set forth in Section 12.2, a repurchase request made by a Noteholder pursuant to Section 3.1(d) of the Receivables Transfer Agreement or in connection with a dispute resolution pursuant to Section 3.1(d) of the Receivables Transfer Agreement, unless the Noteholder or Verified Note Owner has offered reasonable security or indemnity reasonably satisfactory to the Indenture Trustee to protect it against the fees and expenses that it may incur in complying with the request, demand or direction.

(b) Communications between Noteholders. A Noteholder (if the Notes are represented by Definitive Notes) or a Note Owner (if the Notes are represented by Book-Entry Notes) that seeks to communicate with other Noteholders or Note Owners, as applicable, about a possible exercise of rights under this Indenture or the other Transaction Documents may send a request to the Administrator, on behalf of the Issuing Entity, at [ ] to include information regarding the communication in a Form 10-D to be filed by the Issuer with the Commission. Each request must include (i) the name of the requesting Noteholder or Verified Note Owner, (ii) the method by which other Noteholders or Note Owners, as applicable, may contact the requesting Noteholder or Note Owner and (iii) in the case of a Note Owner, evidence of and a certification from that Person that it is a Verified Note Owner. A Noteholder or Note Owner, as applicable, that delivers a request under this Section 7.5(b) will be deemed to have certified to the Administrator that its request to communicate with other Noteholders or Note Owners, as applicable, relates solely to a possible exercise of rights under this Indenture or the other Transaction Documents, and will not be used for other purposes. The Administrator r will include in the Form 10-D filed with the Commission for the Collection Period in which the request was received (A) a statement that the Administrator has received a request from a Noteholder or Note Owner, as applicable, that is interested in communicating with other Noteholders or Note Owners, as applicable, about a possible exercise of rights under this Indenture or the other Transaction Documents, (B) the name of the requesting Noteholder or Note Owner, (C) the date the request was received, (E) a statement that the Noteholder is interested in communicating with other Noteholders about the possible exercise of rights under the Transaction Documents and (D) a description of the method by which the other Noteholders or Note Owners, as applicable, may contact the requesting Noteholder or Note Owner. Each Noteholder or Note Owner, by its acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees that such requesting Noteholder or Note Owner will pay any costs associated with communicating with other Noteholders or Note Owners, and none of the Seller, the Servicer, the Depositor, the Issuer, the Administrator, the Indenture Trustee or the Owner Trustee will be responsible for such costs.

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ARTICLE VIII

ACCOUNTS, DISBURSEMENTS AND RELEASES

Section 8.1 Collection of Money. Except as otherwise expressly provided herein, the Indenture Trustee may demand payment or delivery of, and shall receive and collect, directly and without intervention or assistance of any fiscal agent or other intermediary, all money and other property payable to or receivable by the Indenture Trustee pursuant to this Indenture. The Indenture Trustee or any Paying Agent shall apply all such money received by it as provided in this Indenture. Except as otherwise expressly provided in this Indenture, if any default occurs in the making of any payment or performance under any agreement or instrument that is part of the Collateral, the Indenture Trustee may take such action as may be appropriate to enforce such payment or performance, including the institution and prosecution of appropriate Proceedings. Any such action shall be without prejudice to any right to claim a Default or Event of Default under this Indenture and any right to proceed thereafter as provided in Article V.

Section 8.2 Designated Accounts; Payments.

(a) Establishment of Other Accounts.

(i) The Indenture Trustee shall establish, with itself, the Reserve Account, [the Class N Reserve Account,] the Collection Account and the Note Distribution Account, each in the name of the Indenture Trustee for the benefit of the Noteholders and, solely in the case of the Collection Account and the Reserve Account, the Certificateholders [and the Swap Counterparty]. [The Indenture Trustee shall establish, with itself, the Pre-Funding Account, in the name of the Indenture Trustee for the benefit of the Noteholders.] [The Indenture Trustee shall establish, with itself, the Accumulation Account, in the name of the Indenture Trustee for the benefit of the Noteholders [and the Swap Counterparty].]

(ii) The Collection Account, the Note Distribution Account, the Reserve Account, [, the Pre-Funding Account,][the Accumulation Account] [and the Class N Reserve Account] shall be Eligible Deposit Accounts initially established with the Indenture Trustee as the Account Holder. Funds deposited in each of the Designated Accounts (including amounts, if any, which the Servicer is required to remit daily to the Collection Account) shall be invested in the Investment Fund. Such investments shall, in each case, mature or, if such Eligible Investment does not mature, be liquidated as set forth in the definition of “Eligible Investments”; provided that neither the Administrator nor the Indenture Trustee shall have the power or right to change or alter the particular Eligible Investments identified in the definition of “Investment Fund” with respect to which such funds are invested; and provided further that the Administrator shall provide written notice to the Indenture Trustee, promptly upon any investment in each of the Designated Accounts ceasing to be an Eligible Investment, and such notification shall include an instruction to the Indenture Trustee to withdraw the funds from the ineligible investment and to deposit such funds into the applicable Eligible Investment set forth in the definition of “Investment Fund.” The Administrator shall have no power or right whatsoever to change or alter any of the initial specifications set forth in the definition of “Investment Fund”; provided that if the short-term debt obligations of such Account Holder cease to have the Required Deposit Rating (except that any Designated Account shall be maintained with an Account Holder even if the short-term debt obligations of such Account Holder do

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not have the Required Deposit Rating, if such Account Holder maintains such Designated Account in its corporate trust department) (such occurrence, an “Account Status Event”) (i) the Administrator shall provide written notice within [thirty (30)] days of knowledge of such Account Status Event to the Indenture Trustee or other Account Holder and shall include the proposed Account Holder information in such notice; (ii) the Administrator shall open any necessary accounts at such proposed Account Holder within [sixty (60)] days of knowledge of such Account Status Event; and (iii) the Administrator shall provide written notice to the Indenture Trustee or other Account Holder instructing the Account Holder to transfer the Designated Accounts to another Account Holder that is an Eligible Institution; and provided further that should the Account Holder inform the Administrator or Indenture Trustee that no further investments may be made with respect to a specific Eligible Investment, then any additional funds shall be invested by that same Account Holder in an Eligible Investment in accordance with the definition of “Investment Fund.” Investments in Eligible Investments shall be made in the name of the Indenture Trustee or its nominee, and such investments shall not be sold or disposed of prior to their maturity, notwithstanding anything to the contrary provided in this Agreement. Investment Earnings on funds deposited in the Reserve Account, [the Class N Reserve Account] and the Collection Account shall be payable to the Depositor. [Investment Earnings on funds deposited in the [Pre-Funding Account][Accumulation Account] shall be payable to the Issuing Entity.] Each Account Holder holding a Designated Account as provided in this Section 8.2(a), shall be a “Securities Intermediary.” If a Securities Intermediary shall be a Person other than the Indenture Trustee, the Administrator shall obtain the express agreement of such Person to the obligations of the Securities Intermediary set forth in this Section 8.2 and an Opinion of Counsel that such Person can perform such obligations.

(iii) With respect to the Designated Account Property, the Account Holder agrees, by its acceptance hereof, that:

(A) The Designated Accounts are accounts to which Financial Assets will be credited.

(B) All securities or other property underlying any Financial Assets credited to the Designated Accounts shall be registered in the name of the Securities Intermediary, indorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary and in no case will any Financial Asset credited to any of the Designated Accounts be registered in the name of the Issuing Entity, the Servicer or the Seller, payable to the order of the Issuing Entity, the Servicer or the Seller or specially indorsed to the Issuing Entity, the Servicer or the Seller except to the extent the foregoing have been specially indorsed to the Securities Intermediary or in blank.

(C) All property delivered to the Securities Intermediary pursuant to this Agreement or the Indenture will be promptly credited to the appropriate Designated Account.

(D) Each item of property (whether investments, investment property, Financial Asset, security, instrument or cash) credited to a Designated Account shall be treated as a “Financial Asset” within the meaning of Section 8-102(a)(9) of the New York UCC.

(E) If at any time the Securities Intermediary shall receive any entitlement order from the Indenture Trustee directing transfer or redemption of any Financial Asset relating to the Designated Accounts, the Securities Intermediary shall comply with such entitlement order without further consent by[ the Grantor Trust,] the Issuing Entity, the Servicer, the Seller or any other Person.

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(F) The Designated Accounts shall be governed by the laws of the State of New York, regardless of any provision in any other agreement. For purposes of the UCC, New York shall be deemed to be the Securities Intermediary’s jurisdiction and the Designated Accounts (as well as the Securities Entitlements related thereto) shall be governed by the laws of the State of New York. The laws of the State of New York shall govern all issues specified in Article 2(1) of the Hague Securities Convention with respect to each “account agreement” (within the meaning of the Hague Securities Convention) of each Designated Account. The Securities Intermediary shall have at the time of entry of each such account agreement and shall continue to have at all relevant times one or more offices (within the meaning of the Hague Securities Convention) in the United States of America which satisfies the criteria provided in Article 4(1)(a) or (b) of the Hague Securities Convention.

(G) The Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with any other person relating to the Designated Accounts and/or any Financial Assets credited thereto pursuant to which it has agreed to comply with entitlement orders (as defined in Section 8-102(a)(8) of the New York UCC) of such other person and the Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with the Issuing Entity, the Seller, the Servicer or the Indenture Trustee purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders as set forth in Section 8.2(a)(iii)(E).

(H) Except for the claims and interest of the Indenture Trustee and of the Issuing Entity in the Designated Accounts, the Securities Intermediary knows of no claim to, or interest in, the Designated Accounts or in any Financial Asset credited thereto. If any other Person asserts any Lien, encumbrance or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) against the Designated Accounts or in any Financial Asset carried therein, the Securities Intermediary will promptly notify the Indenture Trustee, the Servicer and the Issuing Entity thereof.

(I) The Securities Intermediary will make available electronically, copies of all statements, confirmations and other correspondence concerning the Designated Accounts and any Designated Account Property simultaneously to each of the Servicer and the Indenture Trustee.

(J) Any Designated Account Property that constitutes Physical Property shall be delivered to the Indenture Trustee and shall be held, pending maturity or disposition, solely by the Indenture Trustee, or by a Securities Intermediary acting solely for the Indenture Trustee, as collateral agent.

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(iv) The Indenture Trustee shall possess all right, title and interest in and to all funds on deposit from time to time in the Designated Accounts and in all proceeds thereof. The Designated Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Securityholders and the Issuing Entity (as specified herein).

(v) The Administrator shall not direct the Indenture Trustee to make any investment of any funds or to sell any investment held in any of the Designated Accounts unless the security interest granted and perfected in such account shall continue to be perfected in such investment or the proceeds of such sale, in either case without any further action by any Person.

(vi) Except as otherwise provided herein, the Indenture Trustee, the Owner Trustee,[ the Grantor Trust Trustee,] the Securities Intermediary and each other institution with whom a Designated Account is maintained waives any right of set-off, counterclaim, security interest or bankers’ lien to which it might otherwise be entitled in its individual capacity.

(b) Application of Collections; Additional Deposits.

(i) On or before the Closing Date, the Seller or the Depositor shall deposit the Reserve Account Initial Deposit into the Reserve Account from the net proceeds of the sale of the Notes.

(ii) [On or before the Closing Date, the Depositor shall deposit the Class N Reserve Account Initial Deposit into the Class N Reserve Account from the net proceeds of the sale of the Class N Notes.] [On or before the Closing Date, the Depositor shall deposit the Reserve Account Initial Deposit into the Reserve Account from the net proceeds of the sale of the Notes.]

(iii) The Servicer, the Depositor or the Seller, as the case may be, shall deposit or cause to be deposited in the Collection Account the aggregate Purchase Amount with respect to Purchased Receivables and the Servicer shall deposit therein all amounts to be paid under Section 6.1 of the Servicing Agreement. Except for those deposits to be made by Servicer under Section 6.1 of the Servicing Agreement, all such deposits shall be made, in immediately available funds, on the Business Day preceding the Determination Date. With respect to deposits to be made by Servicer under Section 6.1 of the Servicing Agreement, such deposits shall be made, in immediately available funds, on the Business Day preceding the Distribution Date.

(iv) On each Distribution Date, the Indenture Trustee shall transfer from the Reserve Account and deposit in the Note Distribution Account before 12:00 p.m. (New York time) the Reserve Account Draw Amount (if any) for that Distribution Date in accordance with the Servicer’s Certificate.

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(v) [On each Distribution Date, the Indenture Trustee shall transfer from the Class N Reserve Account and deposit in the Note Distribution Account before 12:00 p.m. (New York time) the Class N Reserve Account Draw Amount (if any) for that Distribution Date in accordance with the Servicer’s Certificate.] [On each Distribution Date, the Indenture Trustee shall transfer from the Reserve Account and deposit in the Note Distribution Account before 12:00 p.m. (New York time) the Reserve Account Draw Amount (if any) for that Distribution Date in accordance with the Servicer’s Certificate.]

(vi) On each Distribution Date, the Indenture Trustee shall transfer from the Collection Account to the Servicer, in immediately available funds, an amount equal to the Supplemental Servicing Fees and Liquidation Expenses (as set forth on the Servicer’s Certificate) (and any unpaid Supplemental Servicing Fees and Liquidation Expenses from prior periods) during the related Collection Period in accordance with the Servicer’s Certificate.

(vii) [On or before each Distribution Date related to the Revolving Period and on the first Distribution Date during the Amortization Period, to the extent not used to purchase Receivables pursuant to Section 2.7, the Indenture Trustee to transfer all amounts in the Accumulation Account to the Collection Account.]

(viii) [On the [Initial] Closing Date, the Depositor shall deposit in the Pre-Funding Account $[___] (the “Pre-Funding Account Initial Deposit”) from the net proceeds of the sale of the Notes. On each [Subsequent Closing] Date, if any, upon satisfaction of the conditions set forth in the Transaction Documents with respect to such transfer, the Indenture Trustee shall withdraw from the Pre-Funding Account (i) an amount equal to [___]% of the result of the aggregate Starting Principal Balance of the Additional Receivables transferred to the [Grantor Trust][Issuing Entity] on such [Subsequent Closing] Date with respect to such Additional Receivables as of the related Subsequent Cutoff Date and (ii), on behalf of the Depositor, deposit into the Reserve Account a portion of such funds equal to the [Reserve Account Subsequent Closing Deposit] with respect to such [Subsequent Closing] Date and distribute the remainder to or upon the order of the Depositor as payment for such Additional Receivables.]

(c) Distributions. On each Distribution Date, in accordance with the Servicer’s Certificate, the Indenture Trustee shall cause to be distributed to the Noteholders all amounts on deposit in the Note Distribution Account (subject to the Depositor’s rights to Investment Earnings pursuant to Section 8.2(a)(ii) hereof) in the following order of priority and in the amounts determined as described below:

(i) On each Distribution Date, the amount deposited in the Note Distribution Account in respect of interest on the Notes shall be applied in the following order of priority, to the extent of remaining funds after all earlier priorities have been satisfied, and any amount so applied shall be paid on such Distribution Date to the holders of Notes of each applicable Class:

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(A) the Aggregate Class A Interest Distributable Amount shall be paid to the holders of the Class A Notes;

(B) the Aggregate Class B Interest Distributable Amount shall be paid to the holders of the Class B Notes;

(C) the Aggregate Class C Interest Distributable Amount shall be paid to the holders of the Class C Notes;

(D) the Aggregate Class D Interest Distributable Amount shall be paid to the holders of the Class D Notes; and

(E) the Aggregate Class E Interest Distributable Amount shall be paid to the holders of the Class E Notes;

provided however, if there are not sufficient funds to so pay the entire amount specified in any of the foregoing priorities for a particular class of Notes, then the amount available for such class of Notes shall be paid to the Holders thereof ratably on the basis of the total amount of accrued and unpaid interest owing to each such Holder.

(ii) The amount deposited in the Note Distribution Account pursuant to Section 2.7(a)(v), (vi), (vii), (viii), (ix) and (xii), or Section 2.7(b)(v), (vi), (vii), (viii), (ix), (x), (xi), (xii), (xiii), (xiv) and (xviii), as applicable, shall be applied to each class of Notes in the following amounts and in the following order of priority and any amount so applied shall be paid on such Distribution Date to the Holders of such class of Notes:

(1) to the Class A[-1] Notes, until the Outstanding Amount of the Class A-1 Notes is reduced to zero;

(2) [to the Class A-2 Notes, until the Outstanding Amount of the Class A-2 Notes is reduced to zero;]

(3) [to the Class A-3 Notes, until the Outstanding Amount of the Class A-3 Notes is reduced to zero;]

(4) [to the Class A-4 Notes, until the Outstanding Amount of the Class A-3 Notes is reduced to zero;]

(5) to the Class B Notes, until the Outstanding Amount of the Class B Notes is reduced to zero;

(6) to the Class C Notes, until the Outstanding Amount of the Class C Notes is reduced to zero;

(7) to the Class D Notes, until the Outstanding Amount of the Class D Notes is reduced to zero; and

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(8) to the Class E Notes, until the Outstanding Amount of the Class E Notes is reduced to zero.

(B) [If the Pre-Funded Amount has not been reduced to zero on the Distribution Date immediately following the calendar month in which the Funding Period, if any, ends, the Indenture Trustee shall transfer from the Pre-Funding Account on such Distribution Date any amount then remaining in the Pre-Funding Account to the Note Distribution Account for distribution in accordance with [Section 8.2(c)].

Section 8.3 General Provisions Regarding Accounts.

(a) So long as no Default or Event of Default shall have occurred and be continuing, all or a portion of the funds in the Designated Accounts shall be invested in Eligible Investments upon Issuing Entity Order. Absent such direction, the funds shall remain uninvested. All such investments shall mature or be liquidated no later than the Business Day preceding the next Distribution Date. All income or other gain (net of losses and investment expenses) from investments of monies deposited in the Collection Account, the Reserve Account [or the Class N Reserve Account] shall be withdrawn (or caused to be withdrawn) by the Indenture Trustee from such accounts and distributed as provided herein to the Depositor. Each of the Issuing Entity and the Administrator acknowledges that upon its written request and at no additional cost, it has the right to receive notification after the completion of each purchase and sale of Eligible Investments or the Indenture Trustee’s receipt of a broker’s confirmation. Each of the Issuing Entity and the Administrator agrees that such notifications shall not be provided by the Indenture Trustee hereunder, and the Indenture Trustee shall make available, upon request and in lieu of notifications, periodic account statements that reflect such investment activity. No statement need be made available for any account if no activity has occurred in such account during such period.

(b) Subject to Section 6.1(c), the Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any of the Designated Accounts resulting from any loss on any Eligible Investment included therein except for losses attributable to the Indenture Trustee’s failure to make payments on such Eligible Investments issued by the Indenture Trustee, in its commercial capacity as principal obligor and not as trustee, in accordance with their terms.

(c) If (i) the Issuing Entity shall have failed to give investment directions for any funds on deposit in the Designated Accounts to the Indenture Trustee by 11:00 a.m., New York City time (or such other time as may be agreed by the Issuing Entity and the Indenture Trustee) on any Business Day; or (ii) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared due and payable pursuant to Section 5.2, or, if such Notes shall have been declared due and payable following an Event of Default, but amounts collected or receivable from the Collateral are being applied in accordance with Section 5.5 as if there had not been such a declaration; then in each case, funds in the Designated Accounts shall remain uninvested.

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Section 8.4 Release of Trust Estate.

(a) Subject to the payment of its fees and expenses pursuant to Section 6.7, the Indenture Trustee may, and when required by the provisions of this Indenture shall, execute instruments to release property from the Lien of this Indenture, or convey the Indenture Trustee’s interest in the same, in a manner and under circumstances that are consistent with the provisions of this Indenture. No party relying upon an instrument executed by the Indenture Trustee as provided in this Article VIII shall be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any monies.

(b) The Indenture Trustee shall, at such time as there are no Notes Outstanding and all sums due to the Indenture Trustee pursuant to Section 6.7 have been paid[,][ and] all amounts owing under each Third Party Instrument have been paid[ and the Grantor Trust has been dissolved], release any remaining portion of the Collateral that secured the Notes from the Lien of this Indenture and release to the Issuing Entity[, the Grantor Trust] or any other Person entitled thereto any funds then on deposit in the Designated Accounts, including distribution of the funds in the Reserve Account, less Investment Earnings, to the Certificate Distribution Account (for further distribution to the Certificateholders). The Indenture Trustee shall release property from the Lien of this Indenture pursuant to this Section 8.4(b) only upon receipt by it of an Issuing Entity Request and an Officer’s Certificate certifying that all conditions precedent to such release have been satisfied.

(c) The Indenture Trustee shall, at such time as there are no Class [N][E] Notes Outstanding and all sums due to the Indenture Trustee in connection with, and reasonably attributable to, such Class [N][E] Notes pursuant to Section 6.7 have been paid, [release any remaining portion of the Collateral that secured the Class N Notes from the Lien of this Indenture] and release to the Depositor any funds then on deposit in [the Class N Reserve Account], including Investment Earnings. The Indenture Trustee shall release such property from the Lien of this Indenture pursuant to this Section 8.4(c) only upon receipt by it of an Issuing Entity Request and an Officer’s Certificate certifying that all conditions precedent to such release have been satisfied.

Section 8.5 Opinion of Counsel. The Indenture Trustee shall receive at least seven (7) days’ notice when requested by the Issuing Entity[ or the Grantor Trust] to take any action pursuant to Section 8.4(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require as a condition to such action, an Opinion of Counsel, in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with and such action shall not materially and adversely impair the security for the Secured Obligations or the rights of the Secured Parties in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Collateral. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Section 8.6 Benchmark Determination. [Benchmark Determination language to be inserted as appropriate if floating rate notes are issued under the deal.]

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ARTICLE IX

SUPPLEMENTAL INDENTURES

Section 9.1 Supplemental Indentures Without Consent of Noteholders.

(a) Without the consent of the Holders of any Notes but with prior notice by the Issuing Entity to the Rating Agencies, the Issuing Entity[ and the Grantor Trust] and the Indenture Trustee, when authorized by an Issuing Entity Order, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), for any of the following purposes:

(i) to correct or amplify the description of any property at any time subject to the Lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien of this Indenture;

(ii) to subject additional property to the Lien of this Indenture, provided that in the case of this clause (ii), the consent of the Certificateholders shall be required;

(iii) to add to the covenants of the Issuing Entity[ or the Grantor Trust], for the benefit of the Securityholders or to surrender any right or power herein conferred upon the Issuing Entity;

(iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee;

(v) to cure any ambiguity or to correct or supplement any provision herein or in any supplemental indenture which may be inconsistent with any other provision herein or in any supplemental indenture or in the Prospectus or any other Transaction Document;

(vi) to evidence and provide for the acceptance of the appointment hereunder by a successor or additional trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI; or

(vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA, and the Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained.

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(b) The Issuing Entity[ and the Grantor Trust] and, when authorized by an Issuing Entity Order, the Indenture Trustee, may, also without the consent of any of the Noteholders but with prior written notice by the Issuing Entity to the Rating Agencies, at any time and from time to time enter into one or more indentures supplemental hereto for the purpose of adding any provisions to, changing in any manner, or eliminating any of the provisions of, this Indenture or modifying in any manner the rights of the Noteholders under this Indenture; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder.

(c) Notwithstanding anything to the contrary herein, an Opinion of Counsel shall be delivered to the effect that any amendment pursuant to this Section 9.1 would not cause[ either of] the Issuing Entity[ or the Grantor Trust] to fail to qualify as a grantor trust for United States federal income tax purposes.

(d) The Owner Trustee[ and the Grantor Trust Trustee] may, but shall not be obligated to, enter into any such supplemental indenture that affects the Owner Trustee’s[ or the Grantor Trust Trustee’s] rights, duties, immunities, indemnities or liabilities under this Indenture. No amendment which adversely affects the rights, duties, indemnities, immunities or liabilities of the Owner Trustee[ or the Grantor Trust Trustee] under this Agreement shall be effective without its prior written consent.

(e) Notwithstanding anything in this Indenture to the contrary, no supplemental indenture shall be effective without the prior written consent of the Asset Representations Reviewer if the supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenture. The Indenture Trustee shall have no responsibility for determining whether any supplemental indenture would adversely modify the amount or timing of distributions to be made to the Asset Representations Reviewer under this Indenture.

Section 9.2 Supplemental Indentures With Consent of Noteholders.

(a) The Issuing Entity[ and the Grantor Trust] and, when authorized by an Issuing Entity Order, the Indenture Trustee, also may, with 10 Business Days prior written notice by the Issuing Entity to each of the Rating Agencies, and with the consent of the Holders of not less than a majority of the Outstanding Amount of the Controlling Class, by Act of such Holders delivered to the Issuing Entity[, the Grantor Trust] and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, changing in any manner, or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Noteholders under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note adversely affected thereby:

(i) change the due date of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the interest rate applicable thereto, or the Redemption Price with respect thereto, change any place of payment where, or the coin or currency in which, any Note or any interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date);

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(ii) reduce the percentage of the Outstanding Amount of the Controlling Class, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences as provided for in this Indenture;

(iii) modify or alter the provisions of the proviso to the definition of the term “Outstanding”;

(iv) reduce the percentage of the Outstanding Amount of the Notes required to direct the Indenture Trustee to sell or liquidate the Collateral pursuant to Section 5.4 if the proceeds of such sale would be insufficient to pay the principal amount of and accrued but unpaid interest on the Outstanding Notes;

(v) modify any provision of this Section 9.2 to decrease the required minimum percentage necessary to approve any amendments to any provisions of this Indenture or any of the Transaction Documents;

(vi) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Distribution Date (including the calculation of any of the individual components of such calculation), or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained therein; or

(vii) permit the creation of any Lien ranking prior to or on a parity with the Lien of this Indenture with respect to any part of the Collateral or, except as otherwise permitted or contemplated herein, terminate the Lien of this Indenture on any property at any time subject thereto or deprive the Holder of any Note of the security afforded by the Lien of this Indenture.

(b) The Indenture Trustee may rely on an Officer’s Certificate and/or an Opinion of Counsel in determining whether or not any Notes would be affected (such that the consent of each Noteholder would be required) by any supplemental indenture proposed pursuant to this Section 9.2 and any such determination shall be binding upon the Holders of all Notes, whether authenticated and delivered thereunder before or after the date upon which such supplemental indenture becomes effective.

(c) It shall be sufficient if an Act of Noteholders approves the substance, but not the form, of any proposed supplemental indenture.

(d) Promptly after the execution by the Issuing Entity and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.2, the Indenture Trustee shall deliver to the Noteholders a copy of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

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(e) Notwithstanding anything to the contrary herein, an Opinion of Counsel shall be delivered to the effect that any amendment pursuant to this Section 9.2 would not cause[ either of] the Issuing Entity[ or the Grantor Trust] to fail to qualify as a grantor trust for United States federal income tax purposes.

Section 9.3 Execution of Supplemental Indentures. In executing, or permitting the additional trusts created by, any supplemental indenture permitted by this Article IX or the modifications thereby of the trusts created by this Indenture, the Indenture Trustee shall be entitled to receive, and subject to Sections 6.1 and 6.2, shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture and an Officer’s Certificate stating that all conditions precedent to the execution and delivery of such supplemental indenture have been satisfied. The Indenture Trustee may, but shall not be obligated to, enter into any such supplemental indenture that affects the Indenture Trustee’s own rights, duties, liabilities or immunities under this Indenture or otherwise.

Section 9.4 Effect of Supplemental Indenture. Upon the execution of any supplemental indenture pursuant to the provisions hereof, this Indenture shall be and be deemed to be modified and amended in accordance therewith with respect to the Notes affected thereby, and the respective rights, limitations of rights, obligations, duties, liabilities and immunities under this Indenture of the Indenture Trustee, the Issuing Entity[, the Grantor Trust] and the Noteholders shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments, and all the terms and conditions of any such supplemental indenture shall be and be deemed to be part of the terms and conditions of this Indenture for any and all purposes.

Section 9.5 Reference in Notes to Supplemental Indentures. Notes authenticated and delivered after the execution of any supplemental indenture pursuant to this Article IX may, and if required by the Indenture Trustee shall, bear a notation in form approved by the Issuing Entity as to any matter provided for in such supplemental indenture. If the Issuing Entity[, the Grantor Trust] or the Indenture Trustee shall so determine, new Notes so modified as to conform, in the opinion of the Indenture Trustee and the Issuing Entity, to any such supplemental indenture may be prepared and executed by the Issuing Entity and authenticated and delivered by the Indenture Trustee in exchange for Outstanding Notes of the same class.

Section 9.6 Conformity with Trust Indenture Act. Every amendment of this Indenture and every supplemental indenture executed pursuant to this Article IX shall conform to the requirements of the Trust Indenture Act as then in effect so long as this Indenture shall then be qualified under the Trust Indenture Act.

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ARTICLE X

REDEMPTION OF NOTES

Section 10.1 Redemption. The Notes are subject to redemption in whole, but not in part, upon the exercise by the Servicer of its option to purchase the Receivables pursuant to Section 6.1 of the Servicing Agreement. The date on which such redemption shall occur is the Distribution Date following the Optional Purchase Date identified by Servicer in its notice of exercise of such purchase option (the “Redemption Date”). The purchase price for the Notes shall be equal to the applicable Redemption Price. After receipt of such notice from the Servicer pursuant to Section 6.1 of the Servicing Agreement, the Issuing Entity shall furnish the Rating Agencies notice of such redemption. If the Notes are to be redeemed pursuant to this Section 10.1, the Servicer or the Issuing Entity shall furnish notice thereof to the Indenture Trustee not later than ten (10) days prior to the Redemption Date and the Indenture Trustee (based on such notice) shall withdraw from the Collection Account and deposit into the Note Distribution Account, on the Redemption Date, the aggregate Redemption Price of the Notes, whereupon all such Notes shall be due and payable on the Redemption Date.

Section 10.2 Form of Redemption Notice. Notice of redemption of the Notes under Section 10.1 shall be given by the Indenture Trustee by first-class mail, postage prepaid, or by facsimile mailed or transmitted promptly following receipt of notice from the Issuing Entity pursuant to Section 10.1, but not later than five (5) days prior to the applicable Redemption Date to each Noteholder of record at such Noteholder’s address or facsimile number appearing in the Note Register (or otherwise communicate such notice of redemption electronically to the Noteholders).

(a) All notices of redemption shall state:

(i) the Redemption Date;

(ii) the applicable Redemption Price; and

(iii) the place where Notes are to be surrendered for payment of the Redemption Price (which shall be the office or agency of the Issuing Entity to be maintained as provided in Section 3.2).

(b) Notice of redemption of the Notes shall be given by the Indenture Trustee in the name and at the expense of the Issuing Entity. Failure to give notice of redemption, or any defect therein, to any Holder of any Note shall not impair or affect the validity of the redemption of any other Note.

Section 10.3 Notes Payable on Redemption Date. The Notes to be redeemed shall, following notice of redemption as required by Section 10.2, on the Redemption Date cease to be Outstanding for purposes of this Indenture and shall thereafter represent only the right to receive the applicable Redemption Price and (unless the Issuing Entity shall default in the payment of such Redemption Price) no interest shall accrue on such Redemption Price for any period after the date to which accrued interest is calculated for purposes of calculating such Redemption Price.

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ARTICLE XI

MISCELLANEOUS

Section 11.1 Compliance Certificates and Opinions, etc.

(a) Upon any application or request by the Issuing Entity[ or the Grantor Trust] to the Indenture Trustee to take any action under any provision of this Indenture that requires an application or request hereunder, the Issuing Entity shall, if requested by the Indenture Trustee, furnish to the Indenture Trustee: (i) an Officer’s Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with, (ii) an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, and (iii) (if required by the TIA) an Independent Certificate from a firm of certified public accountants meeting the applicable requirements of this Section 11.1, except that, in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture, no additional certificate or opinion need be furnished. Every certificate or opinion delivered with respect to compliance with a condition or covenant provided for in this Indenture shall include:

(i) a statement that each signatory of such certificate or opinion has read or has caused to be read such covenant or condition and the definitions herein relating thereto;

(ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(iii) a statement that, in the judgment of each such signatory, such signatory has made such examination or investigation as is necessary to enable such signatory to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(iv) a statement as to whether, in the opinion of each such signatory, such condition or covenant has been complied with.

(b)

(i) Prior to the deposit with the Indenture Trustee of any Collateral or other property or securities that is to be made the basis for the release of any property or securities subject to the Lien of this Indenture, the Issuing Entity shall, in addition to any obligation imposed in Section 11.1(a) or elsewhere in this Indenture, furnish to the Indenture Trustee an Officer’s Certificate certifying or stating the opinion of each Person signing such certificate as to the fair value (within ninety (90) days of such deposit) to the Issuing Entity of the Collateral or other property or securities to be so deposited.

(ii) Whenever the Issuing Entity is required to furnish to the Indenture Trustee an Officer’s Certificate certifying or stating the opinion of any signer thereof as to the matters described in clause (b)(i) above, the Issuing Entity

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shall also deliver to the Indenture Trustee an Independent Certificate as to the same matters, if the fair value to the Issuing Entity of the property or securities to be so deposited and of all other such securities made on the basis of any such withdrawal or release since the commencement of the then current fiscal year of the Issuing Entity, as set forth in the certificates delivered pursuant to clause (i) above and this clause (b)(ii), is 10% or more of the Outstanding Amount of the Notes, but such a certificate need not be furnished with respect to any securities so deposited, if the fair value thereof to the Issuing Entity as set forth in the related Officer’s Certificate is less than $[ ] or less than one percent of the Outstanding Amount of the Notes.

(iii) Other than with respect to the release of any Purchased Receivables, whenever any property or securities are to be released from the Lien of this Indenture, the Issuing Entity shall also furnish to the Indenture Trustee an Officer’s Certificate certifying or stating the opinion of each Person signing such certificate as to the fair value (within ninety (90) days of such release) of the property or securities proposed to be released and stating that in the opinion of such Person the proposed release will not impair the security under this Indenture in contravention of the provisions hereof.

(iv) Whenever the Issuing Entity is required to furnish to the Indenture Trustee an Officer’s Certificate certifying or stating the opinion of any signatory thereof as to the matters described in clause (b)(iii) above, the Issuing Entity shall also furnish to the Indenture Trustee an Independent Certificate as to the same matters if the fair value of the property or securities and of all other property, other than Purchased Receivables or Receivables valued at their Principal Balance of the Receivables, or securities released from the lien of this Indenture since the commencement of the then current calendar year, as set forth in the certificates required by clause (b)(iii) above and this clause (b)(iv), equals 10% or more of the Outstanding Amount of the Notes, but such certificate need not be furnished in the case of any release of property or securities if the fair value thereof as set forth in the related Officer’s Certificate is less than $[ ] or less than one percent of the then Outstanding Amount of the Notes.

(v) Notwithstanding Section 2.9 or any other provision of this Section 11.1, the Issuing Entity[ or the Grantor Trust, as applicable,] may (A) collect, liquidate, sell or otherwise dispose of Receivables as and to the extent permitted or required by the Transaction Documents, (B) make cash payments out of the Designated Accounts and the Certificate Distribution Account as and to the extent permitted or required by the Transaction Documents and (C) take any other action not inconsistent with the TIA.

Section 11.2 Form of Documents Delivered to Indenture Trustee.

(a) In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.

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(b) Any certificate or opinion of an Authorized Officer of the Issuing Entity may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that any certificate, opinion or representation with respect to the matters upon which his certificate or opinion is based is erroneous. Any such certificate of an Authorized Officer or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Servicer, the Sponsor, the Depositor, the Issuing Entity[, the Grantor Trust] or the Administrator, stating that the information with respect to such factual matters is in the possession of the Servicer, the Sponsor, the Depositor, the Issuing Entity[, the Grantor Trust] or the Administrator, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous.

(c) Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

(d) Whenever in this Indenture, in connection with any application or certificate or report to the Indenture Trustee, it is provided that the Issuing Entity shall deliver any document as a condition of the granting of such application, or as evidence of the Issuing Entity’s compliance with any term hereof, it is intended that the truth and accuracy, at the time of the granting of such application or at the effective date of such certificate or report (as the case may be), of the facts and opinions stated in such document shall in such case be conditions precedent to the right of the Issuing Entity to have such application granted or to the sufficiency of such certificate or report. The foregoing shall not, however, be construed to affect the Indenture Trustee’s right to rely upon the truth and accuracy of any statement or opinion contained in any such document as provided in Article VI.

Section 11.3 Acts of Noteholders.

(a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Noteholders or a class of Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by agents duly appointed in writing; and except as herein otherwise expressly provided such action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuing Entity[ and the Grantor Trust]. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.1) conclusive in favor of the Indenture Trustee[, the Grantor Trust] and the Issuing Entity, if made in the manner provided in this Section 11.3.

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(b) The fact and date of the execution by any person of any such instrument or writing may be proved in any manner that the Indenture Trustee deems sufficient.

(c) The ownership of Notes shall be proved by the Note Register.

(d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Notes (or any one or more Predecessor Notes) shall bind the Holder of every Note issued upon the registration thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Indenture Trustee[, the Grantor Trust] or the Issuing Entity in reliance thereon, whether or not notation of such action is made upon such Note.

Section 11.4 Notices, etc., to Indenture Trustee,[ Grantor Trust,] Issuing Entity and Rating Agencies. Any request, demand, authorization, direction, notice, consent, waiver or Act of Noteholders or other documents provided or permitted by this Indenture shall be in writing and if such request, demand, authorization, direction, notice, instruction, consent, waiver, Act of Noteholders or other document is to be made upon, given or furnished to or filed with:

(a) the Indenture Trustee by any Noteholder or by the Issuing Entity shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing to or with the Indenture Trustee at its Corporate Trust Office;

(b) [the Grantor Trust Trustee by the Indenture Trustee or by any Noteholder shall be sufficient for every purpose hereunder if in writing and either sent by electronic facsimile transmission (with hard copy to follow via first class mail) or mailed, by certified mail, return receipt requested to the Grantor Trust Trustee at the address specified in Part III of Appendix A to the Receivables Purchase Agreement;]

(c) to the Owner Trustee at the Corporate Trust Office of the Owner Trustee;

(d) [the Grantor Trust by the Indenture Trustee or by any Noteholder shall be sufficient for every purpose hereunder if in writing and either sent by electronic facsimile transmission (with hard copy to follow via first class mail) or mailed, by certified mail, return receipt requested to the Grantor Trust and the Grantor Trust Trustee each at the address specified in Part III of Appendix A to the Receivables Purchase Agreement;] or

(e) the Issuing Entity by the Indenture Trustee or by any Noteholder shall be sufficient for every purpose hereunder if in writing and either sent by electronic facsimile transmission (with hard copy to follow via first class mail) or mailed, by certified mail, return receipt requested to the Issuing Entity and the Owner Trustee each at the address specified in Part III of Appendix A to the Receivables Purchase Agreement.

The Issuing Entity[ and the Grantor Trust] shall promptly transmit any notice received by it from the Noteholders to the Indenture Trustee. The Indenture Trustee shall likewise promptly transmit any notice received by it from the Noteholders to the Issuing Entity[ and the Grantor Trust].

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Notices required to be given to the Rating Agencies by the Issuing Entity and the Indenture Trustee or the Owner Trustee shall be delivered as specified in Part III of Appendix A to the Receivables Purchase Agreement.

Section 11.5 Notices to Noteholders; Waiver.

(a) Where this Indenture provides for notice to Noteholders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if it is in writing and mailed, first-class, postage prepaid to each Noteholder affected by such event, at such Person’s address as it appears on the Note Register, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. If notice to Noteholders is given by mail, neither the failure to mail such notice nor any defect in any notice so mailed to any particular Noteholder shall affect the sufficiency of such notice with respect to other Noteholders, and any notice that is mailed in the manner herein provided shall conclusively be presumed to have been duly given regardless of whether such notice is in fact actually received.

(b) Where this Indenture provides for notice in any manner, such notice may be waived in writing by any Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Noteholders shall be filed with the Indenture Trustee but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such a waiver.

(c) In case, by reason of the suspension of regular mail service as a result of a strike, work stoppage or similar activity, it shall be impractical to mail notice of any event of Noteholders when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving such notice as shall be satisfactory to the Indenture Trustee shall be deemed to be a sufficient giving of such notice.

(d) Where this Indenture provides for notice to the Rating Agencies, failure to give such notice shall not affect any other rights or obligations created hereunder, and shall not under any circumstance constitute an Event of Default.

(e) In the case of Book-Entry Notes, if the Note Depository allows for delivery of notice and other communications by electronic means, mail shall mean such electronic means, unless otherwise required by law.

Section 11.6 Alternate Payment and Notice Provisions. Notwithstanding any provision of this Indenture or any of the Notes to the contrary, the Issuing Entity may enter into any agreement with any Holder of a Note providing for a method of payment, or notice by the Indenture Trustee or any Paying Agent to such Holder, that is different from the methods provided for in this Indenture for such payments or notices. The Issuing Entity shall furnish to the Indenture Trustee a copy of each such agreement and the Indenture Trustee shall cause payments to be made and notices to be given in accordance with such agreements.

Section 11.7 Conflict with Trust Indenture Act. If any provision hereof limits, qualifies or conflicts with another provision hereof that is required to be included in this Indenture by any of the provisions of the Trust Indenture Act, such required provision shall control.

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The provisions of TIA §§ 310 through 317 that impose duties on any person (including the provisions automatically deemed included herein unless expressly excluded by this Indenture) are a part of and govern this Indenture, whether or not physically contained herein.

Section 11.8 Effect of Headings and Table of Contents. The Article and Section headings herein and the table of contents are for convenience only and shall not affect the construction hereof.

Section 11.9 Successors and Assigns.

(a) All covenants and agreements in this Indenture and the Notes by the Issuing Entity[ and the Grantor Trust] shall bind its successors and assigns, whether so expressed or not.

(b) All covenants and agreements of the Indenture Trustee in this Indenture shall bind its successors and assigns, whether so expressed or not.

Section 11.10 Severability. In case any provision in this Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of this Indenture and the Notes shall not in any way be affected or impaired thereby.

Section 11.11 Benefits of Indenture. Nothing in this Indenture or in the Notes, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder, and to the extent expressly provided herein, the Noteholders, the Certificateholders, the Owner Trustee,[ the Grantor Trust Trustee,] any other party secured hereunder and any other Person with an ownership interest in any part of the Trust Estate, each of which shall be considered to be a third party beneficiary hereof. [The Asset Representations Reviewer shall be a third-party beneficiary to this Indenture, but only to the extent that it has any rights specified herein. The holder of a Third Party Instrument shall be a third-party beneficiary to this Agreement only to the extent that it has any rights specified herein or rights with respect to this Indenture specified under the [Swap Counterparty Rights Agreement].] Except as otherwise provided in this Agreement, no other Person will have any right or obligation hereunder.

Section 11.12 Legal Holidays. If the date on which any payment is due shall not be a Business Day, then (notwithstanding any other provision of the Notes or this Indenture) payment need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on the date on which nominally due, and except as otherwise provided in the Transaction Documents, no interest shall accrue for the period from and after any such nominal date.

Section 11.13 Governing Law; Waiver of Jury Trial. THIS INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS 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 HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. EACH OF THE PARTIES HERETO AND EACH HOLDER BY ACCEPTANCE OF A NOTE AGREES TO THE NON-EXCLUSIVE JURISDICTION OF ANY FEDERAL COURT LOCATED WITHIN THE STATE OF NEW YORK.

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THE PARTIES HERETO AND EACH HOLDER BY ACCEPTANCE OF A NOTE HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 11.14 Counterparts. This Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

Section 11.15 Recording of Indenture. If this Indenture is subject to recording in any appropriate public recording offices, such recording is to be effected by the Issuing Entity and at its expense accompanied by an Opinion of Counsel to the effect that such recording is necessary either for the protection of the Noteholders or any other Person secured hereunder or for the enforcement of any right or remedy granted to the Indenture Trustee under this Indenture.

Section 11.16 No Recourse. No recourse may be taken, directly or indirectly, with respect to the obligations of the Issuing Entity,[ the Grantor Trust, Grantor Trust Trustee,] the Owner Trustee or the Indenture Trustee on the Notes or under this Indenture or any certificate or other writing delivered in connection herewith or therewith, against:

(a) the Indenture Trustee,[ the Grantor Trust Trustee] or the Owner Trustee or in [their][its] individual capacit[ies][y];

(b) the Depositor or any other owner of a beneficial interest in the Issuing Entity; or

(c) any partner, owner, beneficiary, agent, officer, director, employee or agent of the Indenture Trustee or the Owner Trustee[ or the Grantor Trust Trustee] in their individual capacities, the Depositor or any other holder of a beneficial interest in the Issuing Entity, the Owner Trustee[, the Grantor Trust Trustee] or the Indenture Trustee or of any successor or assign of the Indenture Trustee or the Owner Trustee in their individual capacities (or any of their successors or assigns), except as any such Person may have expressly agreed (it being understood that the Indenture Trustee and the Owner Trustee have no such obligations in their individual capacities) and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity. For all purposes of this Indenture, in the performance of any duties or obligations of the Issuing Entity hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Articles VI, VII and VIII of the Trust Agreement.[ For all purposes of this Indenture, in the performance of any duties or obligations of the Grantor Trust hereunder, the Grantor Trust Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Articles VI, VII and VIII of the Grantor Trust Agreement.]

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Section 11.17 No Petition. The Indenture Trustee, by entering into this Indenture, and each Noteholder and Note Owner, by accepting a Note (or interest therein) issued hereunder, hereby covenant and agree that they shall not, prior to the date which is one year and one day after the termination of this Indenture, acquiesce, petition or otherwise invoke or cause the Depositor[, the Grantor Trust] or the Issuing Entity to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against the Depositor[, the Grantor Trust] or the Issuing Entity under any federal or State bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Depositor[, the Grantor Trust] or the Issuing Entity or any substantial part of the property of such entity, or ordering the winding up or liquidation of the affairs of the Depositor[, the Grantor Trust] or the Issuing Entity under any federal or State bankruptcy or insolvency proceeding.

Section 11.18 Inspection. The Issuing Entity agrees that, on reasonable prior notice, it shall permit any representative of the Indenture Trustee, during the Issuing Entity’s normal business hours, to examine all the books of account, records, reports, and other papers of the Issuing Entity, to make copies and extracts therefrom, to cause such books to be audited by Independent certified public accountants, and to discuss the Issuing Entity’s affairs, finances and accounts with the Issuing Entity’s officers, employees and Independent certified public accountants, all at such reasonable times and as often as may be reasonably requested. The Indenture Trustee shall and shall cause its representatives to hold in confidence all such information except to the extent disclosure may be required by law (and all reasonable applications for confidential treatment are unavailing) and except to the extent that the Indenture Trustee may reasonably determine that such disclosure is consistent with its obligations hereunder.

Section 11.19 Subordination. Each Noteholder by accepting a Note (or any interest therein) acknowledges that such Person’s Note (or interest therein) represents an obligation of the Issuing Entity only and does not represent interests in or obligations of[ the Grantor Trust,] the Depositor, the Servicer, the Administrator, the Owner Trustee, the Indenture Trustee[, the Grantor Trust Trustee] or any Affiliate thereof and no recourse, either directly or indirectly, may be had against such parties or their assets, except as may be expressly set forth or contemplated in the Transaction Documents. Each Noteholder by the acceptance of a Note (or beneficial interest therein) agrees that except as expressly provided in the Transaction Documents, in the event of nonpayment of any amounts with respect to the Notes, each Noteholder shall have no claim against any of the Depositor, the Servicer, the Administrator, the Owner Trustee, the Indenture Trustee[, the Grantor Trust Trustee] or any Affiliate for any deficiency, loss or claim therefrom. In the event that any of the covenants above of each Noteholder is prohibited by, or declared illegal or otherwise unenforceable against any such Noteholder under applicable law by any court or other authority of competent jurisdiction, and, as a result, a Noteholder is deemed to have an interest in any assets of the Depositor or any Affiliate of the Depositor other than the Issuing Entity, each Noteholder agrees that (i) its claim against any such other assets shall be, and hereby is, subject and subordinate in all respects to the rights of other Persons to whom rights in the other assets have been expressly granted, including to the payment in full of all amounts owing to such entitled Persons, and (ii) the covenant set forth in the preceding clause (i) constitutes a “subordination agreement” within the meaning of, and subject to, Section 510(a) of the Bankruptcy Code.

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Section 11.20 Concerning the Owner Trustee. It is expressly understood and agreed by the parties hereto that (a) this Agreement is executed and delivered by [             ] (“[OT]”), not individually or personally but solely as Owner Trustee of the Issuing Entity[ and Grantor Trust Trustee of the Grantor Trust], in the exercise of the powers and authority conferred and vested in it, (b) each of the representations, undertakings and agreements herein made on the part of the Issuing Entity[ or Grantor Trust, as applicable,] is made and intended not as personal representations, undertakings and agreements by [OT] but is made and intended for the purpose of binding only the Issuing Entity[ or Grantor Trust, as applicable,] (c) nothing herein contained shall be construed as creating any liability on [OT], individually or personally, to perform any covenant either expressed or implied contained herein of the Issuing Entity[ or the Grantor Trust, as applicable,] all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (d) [OT] has made no investigation as to the accuracy or completeness of any representations and warranties made by the Issuing Entity[ or Grantor Trust, as applicable,] in this Agreement and (e) under no circumstances shall [OT] be personally liable for the payment of any indebtedness or expenses of the Issuing Entity[ or Grantor Trust, as applicable,] or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuing Entity[ or Grantor Trust, as applicable,] under this Agreement.

ARTICLE XII- COMPLIANCE WITH REGULATION AB

Section 12.1 Information to be Provided by the Indenture Trustee.

(a) Except to the extent disclosed by the Indenture Trustee in subsection (c) or (d) below, the Indenture Trustee shall be deemed to have represented to the Depositor on the first day of each Collection Period with respect to the prior Collection Period that to the best of its knowledge there were no legal or governmental proceedings pending (or known to be contemplated) against [             ] or any property of [             ] that would be material to any Noteholder or, to the extent that the Certificates are registered under the Securities Act for public sale, any holder of such Certificates.

(b) The Indenture Trustee shall, as promptly as practicable following notice to or discovery by the Indenture Trustee of any changes to any information regarding the Indenture Trustee as is required for the purpose of compliance with Item 1117 of Regulation AB, provide to the Depositor, in writing, such updated information.

(c) The Indenture Trustee shall deliver to the Depositor on or before March [15] (or, if such date is not a Business Day, the next succeeding Business Day) of each year, beginning with March [15], 20[     ], a report of a representative of the Indenture Trustee with respect to the immediately preceding calendar year certifying, on behalf of the Indenture Trustee, that except to the extent otherwise disclosed in writing to Depositor, to the best of his or her knowledge there were no legal or governmental proceedings pending (or known to be contemplated) against [             ] or any property of [             ] that would be material to any Noteholder or, to the extent that the Certificates are registered under the Securities Act for public sale, any holder of such Certificates.

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(d) The Indenture Trustee shall deliver to the Depositor on or before March [15] (or, if such date is not a Business Day, the next succeeding Business Day) of each year, beginning with March [15], 20[             ], a report of a representative of the Indenture Trustee with respect to the immediately preceding calendar year providing to the Depositor such information regarding the Indenture Trustee as is required for the purpose of compliance with Item 1119 of Regulation AB. Such information shall include, at a minimum, a description of any affiliation between the Indenture Trustee and any of the following parties to this securitization transaction, as such parties are identified to the Indenture Trustee by the Depositor in writing in advance of this securitization transaction:

(i) the Depositor;

(ii) Carvana, LLC, as sponsor;

(iii) the Issuing Entity;

(iv) [the Grantor Trust];

(v) the Owner Trustee;

(vi) [the Grantor Trust Trustee;]

(vii) the Servicer;

(viii) [the Backup Servicer;]

(ix) the Asset Representations Reviewer;

(x) the Collateral Custodian;

(xi) [the [Swap][Cap] Counterparty;] and

(xii) any other material transaction party.

(e) In connection with the parties listed in clauses (i) through [(xi)] above, the Indenture Trustee shall include a description of whether there is, and if so, the general character of, any business relationship, agreement, arrangement, transaction or understanding that is entered into outside the ordinary course of business or is on terms other than would be obtained in an arm’s length transaction with an unrelated third party, apart from this securitization transaction, that currently exists or that existed during the past two years and that is material to an investor’s understanding of the asset backed securities issued in this securitization transaction.

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(f) [The Indenture Trustee shall provide the Depositor with notification, as soon as practicable and in any event within five (5) Business Days, of all demands delivered in writing to a Responsible Officer of the Indenture Trustee for the repurchase or replacement of any Receivable pursuant to any Transaction Document. Subject to this Section 12.1, the Indenture Trustee shall have no obligation to take any other action with respect to any demand. In no event shall the Indenture Trustee have (i) any responsibility or liability in connection with any filing to be made by a securitizer under the Exchange Act or Regulation AB or (ii) any duty or obligation to undertake any investigation or inquiry related to repurchase activity or otherwise to assume any additional duties or responsibilities except as expressly set forth in this Section 12.1.]

Section 12.2 Noteholder Demand for Asset Representations Review.

(a) If the Delinquency Percentage for any Distribution Date exceeds the Delinquency Trigger, a Noteholder (if the Notes are represented by Definitive Notes) or a Verified Note Owner (if the Notes are represented by Book-Entry Notes), may make a demand on the Indenture Trustee to cause a vote of the Noteholders or Note Owners, as applicable, about whether to direct the Asset Representations Reviewer to conduct an Asset Representations Review of the Review Receivables under the Asset Representations Review Agreement. If Noteholders and Note Owners that collectively hold Notes evidencing at least 5% of the aggregate Outstanding Amount of the Notes as of the date of filing the Form 10-D that disclosed that the Delinquency Percentage for the related Distribution Date exceeds the Delinquency Trigger demand a vote within 90 days of the filing of such Form 10-D, the Indenture Trustee will promptly request a vote of the Noteholders and Note Owners as described in Section 12.2(b) below; provided, that for the purpose of determining the holders of the Notes Outstanding, any Notes held by the Sponsor or any of its Affiliates shall not be included in such calculation.

(b) Upon the direction of the requisite Noteholders or Note Owners set forth in Section 12.2 (a), the Indenture Trustee shall conduct a vote of all Noteholders [in accordance with the Indenture Trustee’s standard vote solicitation process] and shall cause a vote to be conducted in accordance with applicable Depository Trust Company procedures of all Noteholders and Note Owners. The Indenture Trustee shall provide to the [Depositor], to the extent available from the Depository Trust Company, if applicable, the voting instructions and procedures applicable to the Noteholders and Note Owners to be included in the Form 10-D filed by the Issuing Entity with the Commission. [Such Form 10-D will also include a statement that sufficient Noteholders are requesting a full Noteholder vote to commence an Asset Representations Review and will describe the applicable voting deadline.] Each Noteholder that elects to vote shall vote on the issue of whether or not the Asset Representations Reviewer should be directed to conduct an Asset Representations Review. The vote will remain open until the [150]th day after the filing of the Form 10-D reporting that the Delinquency Percentage for the related Distribution Date exceeds the Delinquency Trigger.

(c) In the event that a Verified Note Owner exercises its right to vote such Note Owner’s beneficial interest, the Indenture Trustee shall provide a copy of the supporting evidence provided to the Indenture Trustee to the Issuing Entity.

(d) If Noteholders holding at least 5% of the aggregate Outstanding Amount of the Notes participate in such vote, and Noteholders representing a majority of the Outstanding Amount of such Notes vote for an Asset Representations Review, the Indenture Trustee will promptly send an Asset Representations Review Notice to the Asset Representations Reviewer, the Issuing Entity and the Servicer notifying the Asset Representations Reviewer that the Noteholders have requested the Asset Representations Review.

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(e) [The Indenture Trustee shall reasonably cooperate with the Asset Representations Reviewer in the event an Asset Representations Review is commenced pursuant to this Section 12.2 and shall provide the Asset Representations Reviewer with any documents or other information in its possession and requested by the Asset Representations Reviewer in connection with the Asset Representations Review. The Indenture Trustee shall have no obligation to obtain missing information from any other party or source.]

(f) [For the avoidance of doubt, the Indenture Trustee shall not be required to (i) give notice to Noteholders that or determine whether the Delinquency Percentage for any Distribution Date exceeds the Delinquency Trigger or (ii) determine which assets are subject to an Asset Representations Review by the Asset Representations Reviewer.]

*     *     *     *     *

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IN WITNESS WHEREOF, the Issuing Entity[, the Grantor Trust] and the Indenture Trustee have caused this Indenture to be duly executed by their respective officers, thereunto duly authorized, as of the day and year first above written.

CARVANA AUTO RECEIVABLES TRUST 20[     ]-[     ]
By:	[             ], not in its individual capacity but solely as Owner Trustee
By:
Name:
Title:
[CARVANA AUTO RECEIVABLES GRANTOR TRUST 20[     ]-[     ]
By:	[             ], not in its individual capacity but solely as Grantor Trust Trustee
By:
Name:
Title:]
[             ], not in its individual capacity but solely as Indenture Trustee
By:
Name:
Title:

[Signature Page to Indenture]

EXHIBIT A

FORM OF CLASS [A-1][A-2[A/B]][A-3][B][C][D][E][N] NOTES

REGISTERED	Up to $[        ]
NO. R-
CUSIP NO.

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUING ENTITY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THE PRINCIPAL OF THIS NOTE IS PAYABLE AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

[Insert additional legends, as applicable]

CARVANA AUTO RECEIVABLES TRUST 20[    ]-[    ]

CLASS [    ] [    ]% ASSET BACKED NOTES

CARVANA AUTO RECEIVABLES TRUST 20[    ]-[    ], a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuing Entity”), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of up to [                    ] DOLLARS ($[                    ]) or such lesser outstanding amount as may be payable in accordance with the dated as of [        ] (such indenture, as amended or supplemented, is herein called the “Indenture”), between the Issuing Entity, Carvana Auto Receivables Grantor Trust 20[        ]-[        ] (the “Grantor Trust”), and [        ], as indenture trustee (the “Indenture Trustee,” which term includes any successor trustee under the Indenture), on each Distribution Date, in an amount equal to the result obtained by multiplying (i) a fraction, the numerator of which is the initial principal amount hereof and the denominator of which is the aggregate initial principal amount for this class of Note by (ii) the aggregate amount, if any, payable on such Distribution Date from the Note Distribution Account in respect of principal on this class of Note pursuant to Sections [2.7, 3.1 and 8.2(c)] of the Indenture; provided, however, that the entire unpaid principal amount of this Note shall be due and payable on [        ] (the “Final Scheduled Distribution Date”) unless this Note is earlier redeemed pursuant to Section 10.1 of the Indenture, in which case such unpaid principal amount shall be due on the Redemption Date. The Issuing Entity shall pay interest on this Note at the rate per annum shown above on each Distribution Date until the principal of this Note is paid or made available for payment on the principal amount of this Note outstanding on the preceding Distribution Date (after giving effect to all payments of principal made on the preceding Distribution Date (or, for the initial Distribution Date, the outstanding principal balance on the Closing Date)). Interest on this Notes will accrue from and including the Closing Date and will be payable on each Distribution Date in an amount equal to the Note Class Interest Distributable Amount for such Distribution Date for this Notes. Interest will be computed on the basis of a [360-day year of twelve 30-day months (or, in the case of the initial Distribution Date, from and including the Closing Date, a 45-day period)]. Such principal of and interest on this Note shall be paid in the manner specified in the Indenture. All interest payments on this class of Notes on any Distribution Date shall be made pro rata to the Noteholders of such class entitled thereto.

The principal of and interest on this Note are payable in such coin or currency of the United States of America which, at the time of payment, is legal tender for payment of public and private debts. All payments made by the Issuing Entity with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note.

This Note is one of a duly authorized issue of Notes of the Issuing Entity, designated as Class [        ] [        ]% Asset Backed Notes (herein called this “Note”), all issued under the Indenture, to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuing Entity, the Indenture Trustee and the Noteholders. This Class of Note is one of several duly authorized classes of Notes of the Issuing Entity issued pursuant to the Indenture (collectively, as to all Notes of all such classes, the “Notes”). The Notes are governed by and subject to all terms of the Indenture (which terms are incorporated herein and made a part hereof), to which Indenture the Holder of this Note by virtue of acceptance hereof assents and by which such Holder is bound. All capitalized terms used and not otherwise defined in this Note that are defined in the Indenture shall have the meanings assigned to them in or pursuant to the Indenture.

The Notes issued pursuant to the Indenture are and will be equally and ratably secured by the Collateral pledged as security therefor as provided in the Indenture.

Each Noteholder or Note Owner, by acceptance of this Note or, in the case of a Note Owner, a beneficial interest in this Note, will be deemed to represent and warrant that either (i) it is not acquiring the Note with the assets of (a) an “employee benefit plan” as defined in Section 3(3) of ERISA that is subject to the provisions of Title I of ERISA, (b) a “plan” subject to Section 4975 of the Code, (c) an entity whose underlying assets include plan assets by reason of investment by an employee benefit plan or plan in such entity and (ii) either (a) it is not a plan that is subject to any law that is substantially similar to Title I of ERISA or Section 4975 of the Code (“Similar Law”) or (b) the acquisition and holding of the note (or beneficial interest therein) will not give rise to a violation of any Similar Law.

Each Noteholder or Note Owner, by acceptance of this Note or, in the case of a Note Owner, a beneficial interest in this Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuing Entity, the Grantor Trust, the Grantor Trust Trustee, the Owner Trustee or the Indenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against (i) the Indenture Trustee, the Owner Trustee or the Grantor Trust Trustee in their individual capacities, (ii) the Depositor or any other owner of a beneficial interest in the Issuing

Entity or (iii) any partner, owner, beneficiary, agent, officer, director or employee of the Indenture Trustee, the Owner Trustee or the Grantor Trust Trustee in their individual capacities, any holder of a beneficial interest in the Issuing Entity, the Owner Trustee, the Grantor Trust Trustee or the Indenture Trustee or of any successor or assign of the Indenture Trustee, the Owner Trustee or the Grantor Trust Trustee in their individual capacities, except as any such Person may have expressly agreed and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity.

Each Noteholder or Note Owner, by acceptance of this Note or, in the case of a Note Owner, a beneficial interest in this Note, covenants and agrees that by accepting the benefits of the Indenture such Noteholder or Note Owner will not, prior to the date which is one year and one day after the termination of the Indenture, acquiesce, petition or otherwise invoke or cause the Depositor, the Grantor Trust or the Issuing Entity to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against the Depositor, the Grantor Trust or the Issuing Entity under any federal or State bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Depositor, the Grantor Trust or the Issuing Entity or any substantial part of the property of either of them, or ordering the winding up or liquidation of the affairs of the Depositor or the Issuing Entity under any federal or State bankruptcy or insolvency proceeding.

Each Noteholder or holder of an interest in this Note, by acceptance of this Note or such interest therein, agrees to provide to the Indenture Trustee, any Paying Agent or the Issuing Entity, as applicable, the Noteholder Tax Identification Information and, to the extent FATCA Withholding Tax is applicable, the Noteholder FATCA Information. In addition, each Noteholder or holder of an interest in this Note, by acceptance of this Note or such interest therein, agrees that the Indenture Trustee has the right to withhold any amounts of interest (properly withholdable under law and without any corresponding gross-up) payable to a Noteholder or holder of an interest in this Note that fails to comply with the requirements of the preceding sentence.

[Each Noteholder or Note Owner or beneficial owner of this Note, by acceptance of such this Note or such interest therein, agrees that (A) either (I) it is not and will not become for U.S. federal income tax purposes a partnership, subchapter S corporation or grantor trust (or a disregarded entity the single owner of which is any of the foregoing) (each such entity a “Flow-Through Entity”) or (II) if it is or becomes a Flow-Through Entity, then (x) none of the direct or indirect beneficial owners of any of the interests in such Flow-Through Entity has or ever will have more than 50% of the value of its interest in such Flow-Through Entity attributable to the interest of such Flow-Through Entity in the Notes, other interest (direct or indirect) in the Issuing Entity, or any interest created under the Indenture and (y) it is not and will not be a principal purpose of the arrangement involving the investment of such Flow-Through Entity in any Note to permit any partnership to satisfy the 100 partner limitation of Section 1.7704-1(h)(1)(ii) of the Treasury Regulations necessary for such partnership not to be classified as a publicly traded partnership under the Code, and (B) it will not transfer such Notes to a Flow-Through Entity (other than a Flow-Through Entity described in subpart (A)(II) above).]

Each Noteholder by accepting this Note (or any interest therein) acknowledges that such Person’s Note (or interest therein) represents an obligation of the Issuing Entity only and does not represent interests in or obligations of the Grantor Trust, the Depositor, the Servicer, the Administrator, the Owner Trustee, the Grantor Trust Trustee, the Indenture Trustee or any Affiliate thereof and no recourse, either directly or indirectly, may be had against such parties or their assets, except as may be expressly set forth or contemplated in the Transaction Documents. Each Noteholder by the acceptance of this Note (or beneficial interest therein) agrees that except as expressly provided in the Transaction Documents, in the event of nonpayment of any amounts with respect to this Class of Notes, it shall have no claim against any of the Depositor, the Servicer, the Administrator, the Owner Trustee, the Indenture Trustee, the Grantor Trust Trustee or any Affiliate for any deficiency, loss or claim therefrom. In the event that any of the foregoing covenants of each Noteholder is prohibited by, or declared illegal or otherwise unenforceable against any such Noteholder under applicable law by any court or other authority of competent jurisdiction, and, as a result, a Noteholder is deemed to have an interest in any assets of the Depositor or any Affiliate of the Depositor other than the Issuing Entity, each Noteholder agrees that (i) its claim against any such other assets shall be, and hereby is, subject and subordinate in all respects to the rights of other Persons to whom rights in the other assets have been expressly granted, including to the payment in full of all amounts owing to such entitled Persons, and (ii) the covenant set forth in the preceding clause (i) constitutes a “subordination agreement” within the meaning of, and subject to, Section 510(a) of the Bankruptcy Code.

Except a Noteholder which is considered for federal income tax purposes the issuer of this Note (or is disregarded as an entity separate from such issuer), each Noteholder, by acceptance of this Note or, in the case of a Note Owner, a beneficial interest in this Note, expresses its intention that this Note qualifies under applicable tax law as indebtedness secured by the Collateral and, unless otherwise required by appropriate taxing authorities, agrees to treat this Note as indebtedness secured by the

Collateral for the purpose of federal income taxes (to the extent the this Class of Notes are treated as beneficially owned by a person other than the Issuing Entity or its affiliates), state and local income and franchise taxes, and any other taxes imposed upon, measured by or based upon gross or net income.

Prior to the due presentment for registration of transfer of this Note, the Issuing Entity, the Indenture Trustee and any agent of the Issuing Entity or the Indenture Trustee may treat the Person in whose name this Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Note shall be overdue, and none of the Issuing Entity, the Indenture Trustee or any such agent shall be affected by notice to the contrary.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuing Entity and the rights of the Noteholders under the Indenture at any time by the Issuing Entity with the consent of the Holders of Notes representing a majority of the Outstanding Amount of the Controlling Class. The Indenture also contains provisions permitting the Holders of Notes representing specified percentages of the Outstanding Amount of the Controlling Class, on behalf of the Holders of all this Class of Notes, to waive compliance by the Issuing Entity with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note (or any one of more Predecessor Notes) shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of the Noteholders.

The term “Issuing Entity” as used in this Note includes any successor to the Issuing Entity under the Indenture.

The Issuing Entity is permitted by the Indenture, under certain circumstances, to merge or consolidate, subject to the rights of the Indenture Trustee and the Holders of Notes under the Indenture.

The Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth.

This Note and the Indenture shall be construed in accordance with the laws of the State of New York, without reference to its conflict of law provisions, and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws.

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuing Entity, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place and rate, and in the coin or currency herein prescribed.

Anything herein to the contrary notwithstanding, except as expressly provided in the Transaction Documents, neither the Depositor, the Servicer, the Indenture Trustee, the Grantor Trust Trustee nor the Owner Trustee in their respective individual capacities, any owner of a beneficial interest in the Issuing Entity, nor any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns, shall be personally liable for, nor shall recourse be had to any of them for, the payment of principal of or interest on, or performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in this Note or the Indenture, it being expressly understood that said covenants, obligations and indemnifications have been made by the Owner Trustee solely as the Owner Trustee in the assets of the Issuing Entity. The Holder of this Note by the acceptance hereof agrees that, except as expressly provided in the Transaction Documents, in the case of an Event of Default under the Indenture, the Holder shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuing Entity for any and all liabilities, obligations and undertakings contained in the Indenture or in this Note.

Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to herein or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, the Issuing Entity has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer.

Dated:                    , 2020
CARVANA AUTO RECEIVABLES TRUST 20[    ]-[    ]
By:	[                ], not in its individual capacity but solely as Owner Trustee
By:
Name:
Title:

INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Notes designed above and referred to in the within-mentioned Indenture.

[                ], not in its individual capacity but solely as Indenture  Trustee

By:

Name:

Title:

ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

                                                         (name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints                                                                                  , as attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises.

Dated:                                                                                                                                                ¹

Signature Guaranteed:

¹  NOTE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatsoever.

EXHIBIT B

[Form of Class XS Note to be added as appropriate for deals]

EXHIBIT [     ]

SERVICING CRITERIA TO BE ADDRESSED IN

INDENTURE TRUSTEE’S ASSESSMENT OF COMPLIANCE³

The assessment of compliance to be delivered by the Indenture Trustee shall address, at a minimum, the criteria identified as below as “Applicable Servicing Criteria”:

Servicing Criteria		Servicer Applicable   Servicing Criteria
Reference	Criteria
	General Servicing Considerations
1122(d)(1)(i)	Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements.
1122(d)(1)(ii)	If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s performance and compliance with such servicing activities.
1122(d)(1)(iii)	Any requirements in the transaction agreements to maintain a back-up servicer for the pool assets are maintained.
1122(d)(1)(iv)	A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.
1122(d)(1)(v)	Aggregation of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information.
	Cash Collection and Administration
1122(d)(2)(i)	Payments on pool assets are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the transaction agreements.
1122(d)(2)(ii)	Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.
1122(d)(2)(iii)	Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements.
1122(d)(2)(iv)	The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.
1122(d)(2)(v)	Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.
1122(d)(2)(vi)	Unissued checks are safeguarded so as to prevent unauthorized access.

³ Checkmarks will be added in this column with respect to each servicing criterion applicable to Indenture Trustee; applicable servicing criteria TBD.

Exhibit [     ] 2

Servicing Criteria		Servicer Applicable   Servicing Criteria
Reference	Criteria
1122(d)(2)(vii)	Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements.
	Investor Remittances and Reporting
1122(d)(3)(i)	Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number of pool assets serviced by the Servicer.
1122(d)(3)(ii)	Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements.
1122(d)(3)(iii)	Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the transaction agreements.
1122(d)(3)(iv)	Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.
	Pool Asset Administration
1122(d)(4)(i)	Collateral or security on pool assets is maintained as required by the transaction agreements or related asset pool documents.
1122(d)(4)(ii)	Pool assets and related documents are safeguarded as required by the transaction agreements
1122(d)(4)(iii)	Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements.
1122(d)(4)(iv)	Payments on pool assets, including any payoffs, made in accordance with the related pool asset documents are posted to the Servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related asset pool documents.
1122(d)(4)(v)	The Servicer’s records regarding the accounts and the accounts agree with the Servicer’s records with respect to an obligor’s unpaid principal balance.
1122(d)(4)(vi)	Changes with respect to the terms or status of an obligor’s account (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents.
1122(d)(4)(vii)	Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the transaction agreements.

Exhibit [     ] 3

Servicing Criteria		Servicer Applicable   Servicing Criteria
Reference	Criteria
1122(d)(4)(viii)	Records documenting collection efforts are maintained during the period a pool asset is delinquent in accordance with the transaction agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements, and describe the entity’s activities in monitoring delinquent pool assets including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).
1122(d)(4)(ix)	Adjustments to interest rates or rates of return for pool assets with variable rates are computed based on the related pool asset documents.
1122(d)(4)(x)	Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s Account documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable Account documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related Accounts, or such other number of days specified in the transaction agreements.
1122(d)(4)(xi)	Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.
1122(d)(4)(xii)	Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.
1122(d)(4)(xiii)	Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer, or such other number of days specified in the transaction agreements.
1122(d)(4)(xiv)	Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.
1122(d)(4)(xv)	Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements.

Exhibit [     ] 4

EX-5.1

601 Lexington Avenue   New York, NY 10022   United States   +1 212 446 4800   www.kirkland.com Facsimile: +1 212 446 4900          

October 1, 2020

EXHIBIT 5.1

Carvana Receivables Depositor LLC

1930 W. Rio Salado Parkway

Tempe, AZ 85281

Re: Carvana Receivables Depositor LLC

Registration Statement on Form SF-3 (No. 333-239650)

We have acted as special counsel to Carvana Receivables Depositor LLC, a Delaware limited liability company (the “Depositor” or the “Registrant”), in connection with the above-referenced Registration Statement (together with the exhibits and any amendments thereto and the form of prospectus described therein, the “Registration Statement”), filed by the Registrant with the Securities and Exchange Commission in connection with the registration by the Depositor of Asset Backed Notes (the “Notes”). Terms used herein without definition have the meanings given to such terms in the Registration Statement.

The Registration Statement contains a prospectus (the “Prospectus”) pertaining to offerings by the Depositor of Notes issued by the Issuing Entities (as defined below). This opinion relates only to the Prospectus and the exhibits contained in the Registration Statement.

As described in the Prospectus, the Notes issued pursuant to the related prospectus will be issued in series. Each series of Notes will be issued by a Delaware statutory trust (each, an “Issuing Entity”) to be formed by the Depositor pursuant to a Trust Agreement (each, a “Trust Agreement”) between the Depositor and an Owner Trustee to be specified in the related prospectus. Each series of Notes issued by an Issuing Entity may include one or more classes of Notes. The Notes of any Issuing Entity will be issued pursuant to an Indenture (each, an “Indenture”) among such Issuing Entity, the related Grantor Trust, to the extent applicable, and an Indenture Trustee to be specified in the related Prospectus. The Asset-backed Certificates of any Issuing Entity will be issued pursuant to a Trust Agreement.

We are generally familiar with the proceedings required to be taken in connection with the proposed authorization, issuance and sale of the Notes, and in order to express the opinion hereinafter stated, we have examined copies of the Registration Statement and, in each case as

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October 1, 2020

Page 2

filed as an exhibit to or incorporated by reference in the Registration Statement, (i) the form of Indenture, (ii) the form of Trust Agreement (including the form of certificate of trust to be filed pursuant to the Delaware Statutory Trust Act included as an exhibit thereto (the “Trust Certificate”)), (iii) the form of Grantor Trust Agreement, (iv) the form of Receivables Purchase Agreement, (v) the form of Receivables Transfer Agreement, (vi) the form of Receivables Contribution Agreement, (vii) the form of Servicing Agreement, (viii) the form of Collateral Custodian Agreement, (ix) the form of Administration Agreement and (x) the form of Asset Representations Review Agreement (collectively, the documents described in the foregoing clauses (i) through (x) are referred to herein as the “Operative Documents”). We have examined such other documents and such matters of law and we have satisfied ourselves as to such matters of fact, as we have considered relevant for purposes of this opinion.

On the basis of the foregoing and on the basis of our examination of the Depositor’s Certificate of Formation and Limited Liability Company Agreement, as amended, and a review of a Certificate of the Secretary of State of the State of Delaware as to the good standing of the Depositor, it is our opinion that:

(i) The Depositor is a limited liability company validly existing and in good standing under the laws of the State of Delaware; and

(ii) With respect to the Notes of any series issued by any Issuing Entity, when, as and if (i) the Registration Statement becomes effective pursuant to the provisions of the Securities Act of 1933, as amended, (ii) the principal amount, price, interest rate and other principal terms of such Notes and the forms of such Notes have been duly established and approved by the Depositor’s Board of Directors, (iii) the Operative Documents relating thereto have each been duly completed, executed and delivered by the parties thereto substantially in the form we have examined, duly reflecting the terms established as described above, and remain in full force and effect, (iv) the Trust Certificate for the related Issuing Entity has been duly executed by the Owner Trustee and timely filed with the Secretary of State of the State of Delaware and the Trust Certificate remains in full force and effect, (v) the related Indenture has been, and remains, duly qualified under the Trust Indenture Act of 1939, as amended, and (vi) such Notes have been duly executed and issued by the related Issuing Entity and authenticated by the Indenture Trustee and sold by the Depositor, all in accordance with the terms and conditions of the related Operative Documents and in the manner described in the Registration Statement, such Notes will have been duly authorized by all necessary action of the related Issuing Entity and will have been legally issued and will be enforceable in accordance with their terms and entitled to the benefits of the related Operative Documents, and such Notes will be binding obligations of the related Issuing Entity in accordance with their terms, except as any of the foregoing may be limited by Title 11 of the United States Code or other bankruptcy,

October 1, 2020

Page 3

insolvency, reorganization, moratorium, or other laws relating to or affecting the enforcement of creditors’ rights or the relief of debtors, as may be in effect from time to time, or by general principles of equity.

We do not find it necessary for the purposes of this opinion, and accordingly we do not purport to cover herein, the application of securities or “Blue Sky” laws of the various states to the offer or sale of the Notes.

We wish to advise you that we are members of the bar of the State of New York and the opinions expressed herein are limited to the laws of the State of New York, the federal laws of the United States, the Delaware Limited Liability Company Act and the Delaware Statutory Trust Act.

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the reference to our firm in the Prospectus included in the Registration Statement under the caption “Legal Opinions.” In giving this consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder.

Very truly yours,

/s/ KIRKLAND & ELLIS LLP

KIRKLAND & ELLIS LLP

EX-8.1

EXHIBIT 8.1

601 Lexington Avenue New York, NY 10022 United States   +1 212 446 4800   www.kirkland.com Facsimile: +1 212 446 4900    

October 1, 2020

Carvana Receivables Depositor LLC

1930 W. Rio Salado Parkway

Tempe, AZ 85281

Re: Carvana Receivables Depositor LLC

Registration Statement on Form SF-3 (No. 333-239650)

We have acted as special counsel to Carvana Receivables Depositor LLC, a Delaware limited liability company (the “Depositor” or the “Registrant”), in connection with the above-referenced Registration Statement (together with the exhibits and any amendments thereto and the form of prospectus described therein, the “Registration Statement”), filed by the Registrant with the Securities and Exchange Commission in connection with the registration by the Depositor of Asset Backed Notes (the “Notes”).

The Registration Statement contains a prospectus (the “Prospectus”) pertaining to offerings by the Depositor of Notes issued by the Issuing Entities (as defined below). This opinion relates only to the Prospectus and the exhibits contained in the Registration Statement. Terms used herein without definition have the meanings given to such terms in the Registration Statement.

As described in the Prospectus, the Notes issued pursuant to the related prospectus will be issued in series. Each series of Notes will be issued by a Delaware statutory trust (each, an “Issuing Entity”) to be formed by the Depositor pursuant to a Trust Agreement (each, a “Trust Agreement”) between the Depositor and an Owner Trustee to be specified in the related prospectus. Each series of Notes issued by an Issuing Entity may include one or more classes of Notes. The Notes of any Issuing Entity will be issued pursuant to an Indenture (each, an “Indenture”) among such Issuing Entity, the related Grantor Trust, to the extent applicable, and an Indenture Trustee to be specified in the related Prospectus. The Asset-backed Certificates of any Issuing Entity will be issued pursuant to a Trust Agreement.

We are generally familiar with the proceedings required to be taken in connection with the proposed authorization, issuance and sale of the Notes, and in order to express the opinion hereinafter stated, we have examined copies of the Registration Statement and, in each case as filed as an exhibit to or incorporated by reference in the Registration Statement, (i) the form of

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October 1, 2020

Page 2

Indenture, (ii) the form of Trust Agreement (including the form of certificate of trust to be filed pursuant to the Delaware Statutory Trust Act included as an exhibit thereto (the “Trust Certificate”)), (iii) the form of Grantor Trust Agreement, (iv) the form of Receivables Purchase Agreement, (v) the form of Receivables Transfer Agreement, (vi) the form of Receivables Contribution Agreement, (vii) the form of Servicing Agreement, (viii) the form of Collateral Custodian Agreement, (ix) the form of Administration Agreement and (x) the form of Asset Representations Review Agreement (collectively, the documents described in the foregoing clauses (i) through (x) are referred to herein as the “Operative Documents”). We have examined such other documents and such matters of law and we have satisfied ourselves as to such matters of fact, as we have considered relevant for purposes of this opinion.

The opinion set forth in this letter is based upon the applicable provisions of the Internal Revenue Code of 1986, as amended, Treasury regulations promulgated and proposed thereunder, current positions of the Internal Revenue Service (the “IRS”) contained in published Revenue Rulings and Revenue Procedures, current administrative positions of the IRS and existing judicial decisions. No tax rulings will be sought from the IRS with respect to any of the matters discussed herein. Moreover, the statutory provisions, regulations, interpretations and other authorities upon which our opinion is based are subject to change, and such changes could apply retroactively. In addition, there can be no assurance that positions contrary to those stated in our opinion will not be taken by the IRS. Our opinion is in no way binding on the IRS or any court, and it is possible that the IRS or a court could, when presented with these facts, reach a different conclusion. In rendering such opinion, we have assumed that the Issuing Entity formed pursuant to the relevant Trust Agreement will be operated in accordance with the terms of the Operative Documents.

Based on the foregoing and assuming that the Operative Documents with respect to each series of Notes are duly authorized, executed and delivered in substantially the form we have examined and that the transactions contemplated to occur under the Operative Documents in fact occur in accordance with the terms thereof, to the extent that the discussions presented in the Prospectus under the captions “Prospectus Summary—Tax Considerations” and “Certain Material Federal Income Tax Consequences” expressly state our opinion, or state that our opinion has been or will be provided as to any series of Notes, we hereby confirm and adopt such opinions herein. We also note that the Prospectus and the Operative Documents do not relate to a specific transaction. Accordingly, the above-referenced description of federal income tax consequences may require modification in the context of an actual transaction. There can be no assurance, however, that the conclusions of U.S. federal tax law presented therein will not be successfully challenged by the IRS or significantly altered by new legislation, changes in IRS positions or judicial decisions, any of which challenges or alterations may be applied retroactively with respect to completed transactions.

October 1, 2020

Page 3

Except for the opinions expressed above, we express no opinion as to any other tax consequences of the transaction to any party under federal, state, local or foreign laws. In addition, we express no opinion as to the laws of any jurisdiction other than the federal laws of the United States of America to the extent specifically referred to herein. This letter is limited to the specific issues addressed herein and the opinions rendered above are limited in all respects to laws and facts existing on the date hereof. By rendering these opinions, we do not undertake to advise you with respect to any other matter or of any change in such laws or facts or in the interpretations of such laws which may occur after the date hereof or as to any future action that may become necessary to maintain the character of any offered Notes as described in the Registration Statement or to maintain the relevant Issuing Entity as an entity that will not be taxable as an association or publicly traded partnership taxable as a corporation for federal income tax purposes.

We hereby consent to the filing of this opinion as Exhibit 8.1 to the Registration Statement and to the reference to our firm in the Prospectus included in the Registration Statement under the captions “Prospectus Summary—Tax Considerations”, “Certain Material Federal Income Tax Consequences” and “Legal Opinions.” In giving this consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder.

Very truly yours,

/s/ KIRKLAND & ELLIS LLP

KIRKLAND & ELLIS LLP

EX-10.2

EXHIBIT 10.2

RECEIVABLES TRANSFER AGREEMENT

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”).

AGREEMENTS

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 20[    ]-[    ], 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;][Receivables;]

WHEREAS, the [Grantor Trust] intends to pledge such contracts and related rights to [                ], as indenture trustee (the “Indenture Trustee”), and the Issuing Entity will issue notes backed by the [Grantor Trust Certificate] [Receivables;] 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:

ARTICLE I

DEFINITIONS

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 Cavana, 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.

ARTICLE II

CONVEYANCE OF RECEIVABLES

Section 2.1 Conveyance of Receivables.

(a) On the Closing Date, the Depositor hereby agrees to sell, transfer, assign, set over and otherwise convey to the Issuing Entity and the Issuing Entity hereby agrees to purchase from the Depositor, without recourse, all right, title and interest of the Depositor in, to and under the following property, whether now existing or hereafter created or acquired (all of the property described in this Section 2.1(a) being collectively referred to herein as the “[Initial] Second Step Transferred Property”):

(i) the [Initial] Receivables and all instruments and all monies due or to become due or received by any Person in payment of any of the foregoing on or after the [Initial] Cutoff Date;

(ii) the Financed Vehicles securing such [Initial] Receivables (including any such Financed Vehicles that have been repossessed), any document or writing evidencing any security interest in any such Financed Vehicle and each security interest in each Financed Vehicle;

(iii) the Receivable Files and the Servicer Files related to such [Initial] Receivables;

(iv) all rights to payment under all Insurance Policies with respect to the Financed Vehicles or the Obligors, including any monies collected from whatever source in connection with any default of an Obligor or with respect to any such Financed Vehicle and any proceeds from claims or refunds of premiums on any Insurance Policy;

(v) all guaranties, indemnities, warranties, insurance (and proceeds and premium refunds thereof) and other agreements or arrangements of whatever character from time to time supporting or securing payment of the [Initial] Receivables, whether pursuant to the related Contracts or otherwise;

(vi) all rights to payment under all service contracts and other contracts and agreements associated with such [Initial] Receivables;

(vii) all Liquidation Proceeds related to any such [Initial] Receivable received on or after the [Initial] Cutoff Date;

(viii) subject to the Transaction Documents and the Master Agency Agreement, all deposit accounts, monies, deposits, funds, accounts and instruments relating to the foregoing (excluding payments or recoveries in respect of the [Initial] Receivables received prior to the [Initial] Cutoff Date);

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(ix) the Receivables Purchase Agreement, including the right of the Depositor to cause the Seller to repurchase [Initial] Receivables under certain circumstances;

(x) the proceeds of any and all of the foregoing; and

(xi) all present and future claims, demands, causes of action and choses in action in respect of any of all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property; all accounts, general intangibles, chattel paper, instruments, documents, money, investment property, deposit accounts, letters of credit, letter-of-credit rights, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations; and all other property which at any time constitutes all or part of or is included in the proceeds of any of the foregoing.

(b) [During the [Funding Period][Revolving Period], the Depositor hereby agrees to sell, transfer, assign, set over and otherwise convey to the Issuing Entity and the Issuing Entity hereby agrees to purchase from the Depositor, without recourse, all right, title and interest of the Depositor in, to and under the following property, whether now existing or hereafter created or acquired (all of the property described in this Section 2.1(b) being collectively referred to herein as the “Subsequent Second Step Transferred Property”, and together with the Initial Second Step Transferred Property, the “Second Step Transferred Property”):

(i) the Additional Receivables and all instruments and all monies due or to become due or received by any Person in payment of any of the foregoing on or after the Subsequent Cutoff Date;

(ii) the Financed Vehicles securing such Additional Receivables (including any such Financed Vehicles that have been repossessed), any document or writing evidencing any security interest in any such Financed Vehicle and each security interest in each Financed Vehicle;

(iii) the Receivable Files and the Servicer Files related to such Additional Receivables;

(iv) all rights to payment under all Insurance Policies with respect to the Financed Vehicles or the Obligors, including any monies collected from whatever source in connection with any default of an Obligor or with respect to any such Financed Vehicle and any proceeds from claims or refunds of premiums on any Insurance Policy;

(v) all guaranties, indemnities, warranties, insurance (and proceeds and premium refunds thereof) and other agreements or arrangements of whatever character from time to time supporting or securing payment of the Additional Receivables, whether pursuant to the related Contracts or otherwise;

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(vi) all rights to payment under all service contracts and other contracts and agreements associated with such Additional Receivables;

(vii) all Liquidation Proceeds related to any such Additional Receivable received on or after the Subsequent Cutoff Date;

(viii) subject to the Transaction Documents and the Master Agency Agreement, all deposit accounts, monies, deposits, funds, accounts and instruments relating to the foregoing (excluding payments or recoveries in respect of the Additional Receivables received prior to the Subsequent Cutoff Date);

(ix) the Receivables Purchase Agreement, including the right of the Depositor to cause the Seller to repurchase Additional Receivables under certain circumstances;

(x) the proceeds of any and all of the foregoing; and

(xi) all present and future claims, demands, causes of action and choses in action in respect of any of all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property; all accounts, general intangibles, chattel paper, instruments, documents, money, investment property, deposit accounts, letters of credit, letter-of-credit rights, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations; and all other property which at any time constitutes all or part of or is included in the proceeds of any of the foregoing.]

(c) In connection with the purchase and sale of the Second Step Transferred Property hereunder, the Depositor agrees, at its own expense, (i) to annotate and indicate on its books and records (including any computer files) that the Receivables were sold and transferred to the Issuing Entity pursuant to this Agreement, (ii) to deliver to the Issuing Entity (or its designee) all Collections on the Receivables, if any, received on or after the [applicable] Cutoff Date, and (iii) to deliver to the Issuing Entity an assignment in the form attached hereto as Exhibit A (the “[Initial] Second Step Receivables Assignment”) [and Exhibit B (the “Subsequent Second Step Receivables Assignment”, and together with the Initial First Step Receivables Assignment, the “Second Step Receivables Assignment”]).

(d) In consideration of the sale of the Receivables from the Depositor to the Issuing Entity as provided herein, the Issuing Entity shall deliver to, or upon the order of, the Depositor the Notes and Certificates (the “Purchase Price”).

(e) [The Issuing Entity hereby directs the Depositor to transfer all Electronic Contracts included in the Second Step Transferred Property directly to the Grantor Trust, as assignee under the Receivables Contribution Agreement of the Issuing Entity.]

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Section 2.2 Intent of the Parties.

It is the intention of the parties that each conveyance hereunder of the Receivables and the other Second Step Transferred Property from the Depositor to the Issuing Entity as provided in Section 2.1 be, and be construed as, an absolute sale, without recourse, of the Receivables and other Second Step Transferred Property by the Depositor to the Issuing Entity. Furthermore, no such conveyance is intended to be a pledge of the Second Step Transferred Property by the Depositor to the Issuing Entity to secure a debt or other obligation of the Issuing Entity. If, however, notwithstanding the intention of the parties, the conveyance provided for in Section 2.1 is determined, for any reason, not to be an absolute sale, then the parties intend that this Agreement shall be deemed to be a “security agreement” within the meaning of Article 9 of the UCC and the Depositor hereby grants to the Issuing Entity a “security interest” within the meaning of Article 9 of the UCC in all of the Depositor’s right, title and interest in and to the Second Step Transferred Property, now existing and hereafter created or acquired, to secure a loan in an amount equal to Purchase Price and each of the Depositor’s other payment obligations under this Agreement.

ARTICLE III

REPRESENTATIONS, WARRANTIES AND COVENANTS

Section 3.1 Representations and Warranties of the Depositor.

(a) General Representations and Warranties. The Depositor makes the following representations and warranties to the Issuing Entity as of the date of this Agreement, which shall survive the delivery of the Second Step Transferred Property and on which representations and warranties the Issuing Entity shall rely in acquiring the Second Step Transferred Property.

(i) Organization and Good Standing. The Depositor has been duly organized, and is validly existing as a limited liability company, in good standing under the laws of the state of its formation, with all requisite limited liability company power and authority to own or lease its properties and conduct its business as such business is presently conducted, and the Depositor had at all relevant times, and now has the power, authority and legal right to acquire, own and sell the Receivables and other Second Step Transferred Property.

(ii) Due Qualification. The Depositor is duly qualified to do business and is in good standing under the laws of each jurisdiction, and has obtained all necessary licenses and approvals in all jurisdictions, in which the ownership or lease of its property or the conduct of its business requires such qualifications, licenses or approvals (including, as applicable, the origination, purchase, sale, pledge and servicing of the Receivables) except where the failure to so qualify or obtain such license or approval could not reasonably be expected to result in a Material Adverse Effect.

(iii) Power and Authority; Due Authorization. The Depositor (i) has the power and authority to (A) execute and deliver this Agreement and the other Transaction Documents to which it is a party, (B) carry out the terms of the Transaction Documents to which it is a party and (C) sell the Second Step Transferred Property on the terms and conditions herein provided and (ii) has taken all necessary action to authorize the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party and the sale of the Second Step Transferred Property on the terms and conditions herein and therein provided.

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(iv) Valid Sale, Binding Obligation. This Agreement, when duly executed and delivered by the Depositor, and [the][each] Second Step Receivables Assignment constitute a valid sale, transfer and assignment of the applicable Receivables and other Second Step Transferred Property to the Issuing Entity, enforceable against creditors of and purchasers from the Depositor; and this Agreement, when duly executed and delivered by the Depositor, and [the][each] Second Step Receivables Assignment constitute a legal, valid and binding obligation of the Depositor enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, receivership, conservatorship, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights in general and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law.

(v) No Violation. The consummation of the transactions contemplated by this Agreement and the other Transaction Documents to which the Depositor is a party and the fulfillment of the terms hereof and thereof will not (i) conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time or both) a default under, the Depositor’s certificate of formation, limited liability company agreement or other constituent documents or any Contractual Obligation of the Depositor, (ii) result in the creation or imposition of any Lien upon any of the Depositor’s properties, other than Liens permitted or created pursuant to the Transaction Documents, or (iii) violate any Applicable Law; in each case, except where such failure to comply could not reasonably be expected to have a Material Adverse Effect with respect to the Depositor.

(vi) No Proceedings. There are no proceedings or investigations pending or, to the knowledge of the Depositor, threatened against the Depositor, before any Governmental Authority (i) asserting the invalidity of this Agreement or any other Transaction Document to which the Depositor is a party, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any other Transaction Document to which the Depositor is a party or (iii) seeking any determination or ruling that would reasonably be expected to have a Material Adverse Effect with respect to the Depositor.

(vii) No Consents. All approvals, authorizations, consents, orders, or other actions of any Person or of any Governmental Authority required for the due execution, delivery and performance by the Depositor of this Agreement and any other Transaction Document to which the Depositor is a party have been obtained.

(b) Representations and Warranties Regarding the Receivables. The Depositor makes the following representations and warranties to the Issuing Entity regarding each Receivable as of the Closing Date [and each Subsequent Closing Date], which shall survive the sale, transfer and assignment of the Receivables and on which representations and warranties the Issuing Entity shall rely in acquiring the Receivables.

(i) Receivables. Pursuant to Section[s] 2.1(a)(ix)[and 2.1(b)(ix)], the Depositor assigns to the Issuing Entity all of its right, title and interest in, to and under the Receivables Purchase Agreement. Such assigned right, title and interest includes the benefit of the representations and warranties of the Seller made to the Depositor pursuant to Section 3.1(b) and Section 3.1(c) of the Receivables Purchase Agreement. The Depositor hereby represents and warrants to the Issuing Entity that the Depositor has taken no action which would cause such representations and warranties of the Seller to be false in any material respect as of the Closing Date [and each Subsequent Closing Date].

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(ii) Good Title.

(A) Immediately prior to the conveyance of each Receivable and the related Second Step Transferred Property to the Issuing Entity pursuant to this Agreement and [the][each] Second Step Receivables Assignment, the Depositor had good and marketable title thereto, free and clear of all Liens except for Permitted Liens. No effective financing statement or other instrument similar in effect covering any portion of the Second Step Transferred Property shall, on or after the Closing Date [and each Subsequent Closing Date], be on file in any recording office except such as may be filed in favor of (i) the Issuing Entity in accordance with this Agreement, [(ii) the Grantor Trust in connection with the Receivables Contribution Agreement] or [(ii)/(iii)] the Indenture Trustee in connection with the Indenture.

(B) Upon the conveyance of such Receivable and the other related Second Step Transferred Property to the Issuing Entity pursuant to this Agreement and [the][each] Second Step Receivables Assignment, the Issuing Entity will be the sole owner of, and have good, indefeasible and marketable title to such Receivable and other related Second Step Transferred Property, free and clear of any Lien (other than Liens created hereunder and Permitted Liens); and, to the extent the related Obligor has a contractual right to return the Financed Vehicle to the Seller for repurchase, the applicable repurchase period has expired. As of the Closing Date [and each Subsequent Closing Date], each Receivable and the related Financed Vehicle is free and clear of any Lien of any Person (other than Liens created hereunder and Permitted Liens or those Liens that will be released simultaneously with the conveyance hereunder) and is in compliance with all Applicable Laws.

(iii) All Filings Made. With respect to the sale and assignment of the Second Step Transferred Property to the Issuing Entity, the Depositor has taken all steps reasonably necessary to ensure that such sale and assignment has been perfected under the relevant UCC. With respect to the Second Step Transferred Property, the Depositor has taken all steps necessary to ensure that all filings (including UCC filings) necessary in any jurisdiction to give the Indenture Trustee a first priority perfected security interest in the Second Step Transferred Property have been made.

(iv) Value Given. The Issuing Entity shall have given reasonably equivalent value to the Depositor in consideration for the transfer by the Depositor to the Issuing Entity of each of the Receivables and the related Second Step Transferred Property under this Agreement.

(c) Repurchase of Receivables.

(i) In the event of

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(A) a breach of any representation or warranty set forth in Section 3.1(b) and Section 3.1(c) of the Receivables Purchase Agreement or Section 3.1(b) hereof with respect to any Receivables that materially and adversely affects the interests of the Noteholders or the Certificateholders taken as a whole, unless the breach by the Depositor shall have been cured within thirty (30) days following (i) discovery of the breach or receipt of notice of such breach by the Depositor from the Issuing Entity [or the Grantor Trust] (which notice shall provide sufficient detail so as to allow the Seller to reasonable investigate the alleged breach), or (ii) in the case of the Owner Trustee[, the Grantor Trust Trustee] or the Indenture Trustee, a Responsible Officer of such trustee has actual knowledge or receives written notice of a breach of such representation or warranty, then

(B) the Depositor shall (1) repurchase from the Issuing Entity each Receivable related to such breach by remitting to the Collection Account an amount equal to the Purchase Amount of each such Receivable or (2) in the event of a breach of any representation or warranty set forth in Section 3.1(b) and Section 3.1(c) of the Receivables Purchase Agreement that results in a Repurchase Event, use reasonable efforts to enforce, at the direction of the Issuing Entity or any of it assigns, including the Indenture Trustee, the obligations of the Seller under Section 3.1(d) of the Receivables Purchase Agreement to repurchase each Receivable related to such breach by remitting to the Collection Account an amount equal to the Purchase Amount of each such Receivable. Any such breach of a representation or warranty set forth in Section 3.1(b) hereof shall be deemed not to materially and adversely affect the interests of the Noteholders or the Certificateholders taken as a whole, if such Repurchase Event does not affect the ability of the Issuing Entity (or its assignee) to receive and retain timely payment in full on such Receivable. The Depositor shall not interfere with or act to hinder the Issuing Entity’s or any assignee’s exercise of rights and remedies under this Section 3.1(c) or under Section 3.1(d) or Section 4.13 of the Receivables Purchase Agreement.

(ii) It is understood and agreed that the obligation of the Depositor to repurchase any Receivable as to which a breach of a representation or warranty set forth in Section 3.1(b), which materially and adversely affects the interests of the Noteholders or the Certificateholders taken as a whole, has occurred and is continuing, and the obligation of the Depositor to enforce the Seller’s obligation to repurchase such Receivables pursuant to the Receivables Purchase Agreement in connection with a breach of a representation or warranty set forth in Section 3.1(b) or Section 3.1(c) of the Receivables Purchase Agreement shall, if such obligations are fulfilled, constitute the sole and exclusive remedy (other than any indemnities available pursuant to Section 4.13 or Section 4.13 of the Receivables Purchase Agreement) against the Depositor or the Seller for such breach available to the Issuing Entity, [the Grantor Trust,] the Financial Parties, the Owner Trustee[, the Grantor Trust Trustee] or the Indenture Trustee.

(iii) Upon the receipt of the applicable Purchase Amount, the applicable Receivable and any and all related Second Step Transferred Property shall be automatically and immediately assigned and re-conveyed by the Issuing Entity (or its applicable assign, as the case may be) to the Depositor.

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(d) Dispute Resolution.

(i) General. If any Requesting Party makes a Repurchase Request, provided that with respect to a Repurchase Request from a Noteholder or Note Owner, such Repurchase Request shall initially be provided to the Indenture Trustee and the Repurchase Request has not fulfilled or otherwise resolved to the reasonable satisfaction of the Requesting Party within 180 days of the Depositor’s or Seller’s receipt thereof, the Requesting Party may refer the matter, in its discretion, to either mediation (including non-binding arbitration) or binding third-party arbitration. If a Requesting Party provides notice of a referral of a Repurchase Request to an ADR Proceeding, the Depositor shall have at least 30 days to respond to such notice and, if a party, shall submit to the ADR Proceeding requested. Each ADR Proceeding shall take place in Phoenix, Arizona.

(ii) Each ADR Proceeding, including the occurrence of such ADR Proceeding, the nature and amount of any relief sought or granted and the results of any discovery taken in such ADR Proceeding, shall be kept strictly confidential by each of the Depositor and the Requesting Party, except as necessary in connection with statements provided pursuant to Section 2.8 of the Servicing Agreement, in connection with a judicial challenge to or enforcement of an award, or as otherwise required by law.

(iii) Mediation. If the Requesting Party chooses to refer the Repurchase Request to Mediation, the following provisions shall apply:

(1) The Depositor and the Requesting Party shall agree on a neutral mediator within [15] days of the acknowledgement of the notice set forth in Section 3.1(d)(i); provided that the mediator shall satisfy each of the following conditions:

a. the mediator shall be selected from a list of neutral mediators maintained by [AAA][FINRA][JAMS][the ADR Facilitator];

b. the mediator shall be an attorney admitted to practice law in the State of New York; and

c. the mediator shall be an attorney specializing in commercial litigation with at least [15] years of experience;

provided, however, that if the Depositor and the Requesting Party do not agree on a mediator, a mediator shall be selected by [AAA] [FINRA] [JAMS] [the ADR Facilitator] in accordance with [AAA] [FINRA] [JAMS] [ADR] Rules for appointment of a mediator.

(2) The Mediation shall commence no later than [15] Business Days following selection of a mediator, and shall conclude within [30] days of the start of Mediation.

(3) The Depositor and the Requesting Party shall mutually agree upon the allocation of the expenses incurred in connection with the Mediation; provided, however, that if the Depositor and the Requesting Party do not agree on the allocation of expenses, the expenses shall be determined in accordance with [AAA] [FINRA] [JAMS] [ADR] Rules.

(4) If the Depositor and the Requesting Party fail to agree at the completion of the Mediation, the Requesting Party may submit the Repurchase Request to Arbitration in accordance with Section 3.1(d)(iv) or may seek adjudication of the Repurchase Request in court.

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(iv) Arbitration. If the Requesting Party refers the Repurchase Request to Arbitration, the following provisions shall apply:

(1) The Depositor shall provide a notice of the commencement of such Arbitration and instructions for other Noteholders or Note Owners to participate in such Arbitration to the Servicer for inclusion in the statement to securityholders set forth in Section 2.8 of the Servicing Agreement.

(2) The Repurchase Request shall be referred to a panel of three arbitrators (the “Panel”) to be selected as follows:

a. the Requesting Party shall appoint one arbitrator to the panel within [5] Business Days of providing notice of its selection of Arbitration;

b. the Depositor shall appoint one arbitrator to the panel within [5] Business Days of the Requesting Party providing notice of its selection of Arbitration; and

c. the arbitrators selected pursuant to clauses (a) and (b) will select a third arbitrator within [5] Business Days of the appointment of the second arbitrator;

provided that each arbitrator shall satisfy each of the following conditions: (i) the arbitrator shall be selected from a list of neutral arbitrators maintained by [the AAA] [FINRA] [JAMS] [the ADR Facilitator], (ii) the arbitrator shall be an attorney admitted to practice law in the State of New York; and (iii) the arbitrator shall be an attorney specializing in commercial litigation with at least 15 years of experience.

(3) The following procedural time limits shall apply to the Arbitration:

a. the arbitrators shall have the ability to schedule, hear and determine any motions, including discovery motions, according to New York law, and shall do so at the motion of any party to the Arbitration;

b. discovery shall be completed within [30] days of appointment of the third arbitrator;

c. the evidentiary hearing on the merits shall commence no later than [60] days following the appointment of the third arbitrator, and shall proceed for no more than [10] consecutive Business Days [with equal time allotted to each side for the presentation of direct evidence and cross examination]; and

d. the Panel shall render its decision on the Repurchase Request within [90] days of the selection of the panel.

provided that in each case, the Panel may modify such time limits if, based on the facts and circumstances of the particular dispute, good cause exists, there is an unavoidable delay or with the consent of all of the parties.

(4) The following limitations on the Arbitration proceeding shall apply:

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a. each party shall be limited to [two] witness depositions not to exceed five hours;

b. each party shall be limited to [two] interrogatories;

c. each party shall be limited to [one] document request; and

d. each party shall be limited to [one] request for admissions;]

provided that in each case, the Panel may modify such discovery limitations if, based on the facts and circumstances of the particular dispute, good cause exists, there is an unavoidable delay or with the consent of all of the parties.

(5) Any briefs submitted in the Arbitration shall be no more than [10] pages each and shall be limited to (i) initial statements of the case, (ii) discovery motions and (iii) a pre-hearing brief.

(6) The Panel shall decide the Repurchase Request in accordance with this Agreement and the Receivables Purchase Agreement, including the provisions set forth in Section 4.3.

(7) The Panel shall not be permitted to award punitive or special damages.

(8) The Panel shall determine the allocation of the expenses of the Arbitration between the Depositor and the Requesting Party.

(9) Once the Panel makes a decision with respect to a Receivable, such decision shall be binding on the Interested Parties as to such Receivable, and such Receivable may not be subject to an additional ADR Proceeding or court adjudication.

(v) Additional Considerations. For the avoidance of doubt, the restrictions on any action of the Indenture Trustee due to the Indenture Trustee’s reliance on an Officer’s Certificate, an Opinion of Counsel or the failure of any Noteholder or Verified Note Owner to provide reasonable security pursuant to Sections 6.2(b) and 7.5 of the Indenture shall not apply to this Section 3.1(d).

(e) Upon discovery by the Depositor or by the Issuing Entity of a breach of any of the representations and warranties set forth in Section 3.1(a) or Section 3.1(b) or Section 3.1(a), Section 3.1(b) or Section 3.1(c) of the Receivables Purchase Agreement (other than with respect to Receivables that have been repurchased in accordance with the terms of this Agreement), the party discovering such breach shall give prompt written notice to the other party.

Section 3.2 Representations and Warranties of the Issuing Entity.

(a) The Issuing Entity makes the following representations and warranties to the Depositor as of the date of this Agreement, and on which representations and warranties the Depositor shall rely in selling the Receivables.

(i) Organization and Good Standing. The Issuing Entity has been duly organized, and is validly existing as a statutory trust and in good standing under the laws of the state of its formation, with all requisite power and authority to own or lease its properties and to conduct its business as such business is presently conducted and to enter into and perform its obligations pursuant to this Agreement.

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(ii) Power and Authority; Due Authorization. The Issuing Entity (i) has the power and authority to (A) execute and deliver this Agreement and the other Transaction Documents to which it is a party and (B) carry out the terms of this Agreement and the other Transaction Documents to which it is a party and (ii) has duly authorized by all necessary action on its part the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party.

(iii) Binding Obligation. This Agreement constitutes a legal, valid and binding obligation of the Issuing Entity enforceable against the Issuing Entity in accordance with its terms, except as enforceability may be limited by bankruptcy, receivership, conservatorship, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights in general and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law.

(iv) No Violation. The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof will not (i) conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time or both) a default under, the Issuing Entity’s Formation Documents or any Contractual Obligation of the Issuing Entity, (ii) result in the creation or imposition of any Lien upon any of the Issuing Entity’s properties, other than Liens permitted or created pursuant to the Transaction Documents, or (iii) violate any Applicable Law, in each case, except where such failure to comply could not reasonably be expected to have a Material Adverse Effect with respect to the Issuing Entity.

(v) No Proceedings. There are no proceedings or investigations pending or, to the knowledge of the Issuing Entity, threatened against the Issuing Entity, before any Governmental Authority (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement, (iii) challenging the enforceability of a material portion of the Receivables or (iv) seeking any determination or ruling that would reasonably be expected to have a Material Adverse Effect with respect to the Issuing Entity.

(vi) No Consents. All approvals, authorizations, consents, orders or other actions of any Person or of any Governmental Authority (if any) required for the due execution, delivery and performance by the Issuing Entity of this Agreement have been obtained.

(b) Upon discovery by the Depositor or by the Issuing Entity of a breach of any of the representations and warranties set forth in Section 3.2(a), the party discovering such breach shall give prompt written notice to the other party.

Section 3.3 Covenants of the Depositor. The Depositor hereby covenants as to the Receivables the Depositor has sold to the Issuing Entity hereby that:

(a) Delivery of Payments. The Depositor shall within two (2) Business Days after the Closing Date [and each Subsequent Closing Date], transfer all Collections received by it on or after the [applicable] Cutoff Date with respect to any Receivable or related Second Step Transferred Property to, or at the direction of, the Issuing Entity [(or the Grantor Trust)].

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(b) Keeping of Records and Books of Account. The Depositor will maintain and implement administrative and operating procedures and keep and maintain all documents, books, records and other information, reasonably necessary or advisable for the collection of all Receivables and other Second Step Transferred Property.

(c) Security Interests. The Depositor will not sell, pledge, assign or transfer to any other Person, or grant, create, incur, assume or suffer to exist any Lien (other than Permitted Liens) on any portion of the Receivables or other Second Step Transferred Property, whether now existing or hereafter transferred hereunder, or any interest therein, and the Depositor will not sell, pledge, assign or suffer to exist any Lien on its interest, if any, hereunder. The Depositor will promptly notify the Issuing Entity of the existence of any Lien (other than Permitted Liens) on any portion of the Receivables or other Second Step Transferred Property and the Depositor shall defend the right, title and interest of the Issuing Entity (and the permitted assignees) in, to and under such Receivables and other Second Step Transferred Property, against all claims of third parties; provided, however, that nothing in this subsection shall prevent or be deemed to prohibit the Depositor from suffering to exist Permitted Liens upon any portion of the Second Step Transferred Property.

ARTICLE IV

MISCELLANEOUS PROVISIONS

Section 4.1 Amendment.

(a) This Agreement may be amended, waived, supplemented or modified by a written amendment duly executed and delivered by the Depositor and the Issuing Entity, without the consent of the Indenture Trustee, the Owner Trustee, the [Grantor Trust Trustee,] any of the Noteholders, any of the Certificateholders or any other Person to (i) cure any ambiguity, (ii) correct or supplement any provision in this Agreement that may be defective or inconsistent with any other provision in this Agreement or any other Transaction Document or with any description thereof in the Prospectus, (iii) add to the covenants, restrictions or obligations of the Seller, (iv) add, change or eliminate any other provision of this Agreement in any manner that shall not, as evidenced by an Opinion of Counsel, materially and adversely affect the interests of the Noteholders or Unaffiliated Certificateholders, or (v) the Rating Agency Condition is satisfied with respect to such amendment and the Depositor or the Issuing Entity notifies the Indenture Trustee in writing that the Rating Agency Condition is satisfied with respect to such amendment.

(b) This Agreement may be amended, waived, supplemented or modified by a written amendment duly executed and delivered by the Depositor and the Issuing Entity and the Indenture Trustee [with the consent of the Certificateholders] to add or supplement any credit enhancement for the benefit of the Noteholders of any class or the Certificateholders (provided that if any such addition shall affect any class of Noteholders differently from any other class of Noteholders, then such addition shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any class of Noteholders).

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(c) This Agreement may be amended, waived, supplemented or modified by a written amendment duly executed and delivered by the Depositor, the Issuing Entity, and the Indenture Trustee with the consent of the Requisite Noteholders as of the close of business on the preceding Distribution Date, or if no Notes [(other than the Class XS Notes)] are Outstanding, the Majority Certificateholders (which consent, whether given pursuant to this Section 4.1 or pursuant to any other provision of this Agreement, shall be conclusive and binding on such Person and on all future holders of such Notes or Certificates and of any Notes or Certificates issued upon the transfer thereof or in exchange thereof or in lieu thereof whether or not notation of such consent is made upon any Notes or Certificates) for the purpose of adding any provisions to, or changing in any manner, or eliminating any of the provisions of this Agreement, or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided, however, that no such amendment shall reduce the aforesaid percentage of Noteholders or Certificateholders required to consent to any such amendment, without the consent of the holders of all Notes or Certificates then outstanding, as the case may be.

(d) It will not be necessary for the consent of Noteholders or Certificateholders pursuant to Section 4.1(b) or (c) to approve the particular form of any proposed amendment or consent, but it will be sufficient if such consent approves the substance thereof. The manner of obtaining such consents (and any other consents of Noteholders and Certificateholders provided for in this Agreement) and of evidencing the authorization of the execution thereof by Noteholders and Certificateholders will be subject to such reasonable requirements as the Indenture Trustee and Owner Trustee may prescribe, including the establishment of record dates pursuant to the Note Depository Agreement.

(e) No amendment, waiver or other modification which adversely affects the rights, privileges, indemnities, duties or obligations of the Owner Trustee [or the Grantor Trust Trustee] under this Agreement shall be effective without such entity’s prior written consent.

(f) Prior to the execution of any amendment pursuant to Section 4.1(b) or (c), the Depositor shall provide written notification of the substance of such amendment or consent to each Rating Agency and the Indenture Trustee; and promptly after the execution of any such amendment, the Depositor shall furnish a copy of such amendment to each Rating Agency, [the Grantor Trust Trustee,] the Owner Trustee and the Indenture Trustee.

(g) [Notwithstanding any other provision of this Agreement, if the consent rights of the Swap [Cap] Counterparty, if any, is required pursuant to the [Swap [Cap] Counterparty Rights Agreement] to amend this Agreement, any such purported amendment shall be null and void ab initio unless the Swap [Cap] Counterparty, if any, consents in writing to such amendment.]

(h) [Notwithstanding anything to the contrary herein, an Opinion of Counsel shall be delivered to the Depositor[, the Grantor Trust Trustee] and the Owner Trustee to the effect that such amendment would not cause the Issuing Entity [or the Grantor Trust] to fail to qualify as a grantor trust for United States federal income tax purposes.]

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Section 4.2 Protection of Right, Title and Interest in and to Receivables.

(a) The Depositor, at its expense, shall cause all financing statements and continuation statements, amendments, assignments and any other necessary documents and notices, covering or evidencing the Issuing Entity’s right, title and interest in and to the Receivables and other Second Step Transferred Property to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, and take such other action, all in such manner and in such places as may be required by law, fully to preserve and protect the right, title and interest of the Issuing Entity hereunder in and to all of the Receivables and such other Second Step Transferred Property. The Depositor shall deliver to the Issuing Entity file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. The Issuing Entity shall cooperate fully with the Depositor in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this subsection.

(b) Name Change. The Depositor shall not change its State of organization or its name, identity or entity structure in any manner that would, could or might make any financing statement or continuation statement filed by the Depositor or the Issuing Entity or the Issuing Entity’s assigns seriously misleading within the meaning of the UCC, unless it shall give the Issuing Entity written notice thereof at least five (5) Business Days prior to such change.

(c) Executive Office; Maintenance of Offices. The Depositor shall give the Issuing Entity written notice at least ten (10) Business Days prior to any relocation of its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement. The Depositor shall at all times maintain its principal executive office within the United States of America.

(d) New Debtor. In the event that the Depositor shall change the jurisdiction in which it is formed or otherwise enter into any transaction which would result in a “new debtor” (as defined in the UCC) succeeding to the obligations of the Depositor hereunder, the Depositor shall comply fully with the obligations of Section 4.2(a).

(e) The Depositor shall maintain its computer systems relating to contract record keeping so that, from and after the time of sale of any Receivable under this Agreement, the Depositor’s master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Issuing Entity (or assignees).

Section 4.3 Governing Law; Consent to Jurisdiction; Waiver of Objection to Venue. THIS AGREEMENT AND [THE][EACH] SECOND STEP RECEIVABLES ASSIGNMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT REFERENCE TO ITS CONFLICT OF LAWS PROVISIONS (OTHER THAN §§5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW)). EACH OF THE PARTIES HERETO HEREBY AGREES TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK, LOCATED IN THE BOROUGH OF MANHATTAN AND THE FEDERAL COURTS LOCATED WITHIN THE STATE OF NEW YORK IN THE BOROUGH OF MANHATTAN. EACH OF THE PARTIES HERETO HEREBY WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS, AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER OR UNDER [THE][EACH] SECOND STEP RECEIVABLES ASSIGNMENT IN ANY OF THE AFOREMENTIONED COURTS AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT.

15

Section 4.4 Waiver of Jury Trial. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE BETWEEN THE PARTIES HERETO ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP BETWEEN ANY OF THEM IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. INSTEAD, ANY SUCH DISPUTE RESOLVED IN COURT WILL BE RESOLVED IN A BENCH TRIAL WITHOUT A JURY.

Section 4.5 Notices. All demands, notices and communications upon or to the Depositor or the Issuing Entity under this Agreement shall be delivered as specified in Part III of Appendix A to the Receivables Purchase Agreement.

Section 4.6 Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement shall for any reason whatsoever be held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions and terms of this Agreement and shall in no way affect the validity or enforceability of the other covenants, agreements, provisions or terms of this Agreement.

Section 4.7 Closing; Assignment; Conveyance of Receivables and Second Step Transferred Property to the Issuing Entity. The transfer of the Receivables contemplated by this Agreement shall take place at Carvana Headquarters, on the date hereof. This Agreement may not be assigned by the Issuing Entity or the Depositor except as contemplated by this Section 4.7. The Depositor acknowledges that the Issuing Entity (or any permitted assign) may make further assignments, conveyances and pledges of the Receivables and the other Second Step Transferred Property, together with its rights under this Agreement to other Persons pursuant to the Indenture [and the Receivables Contribution Agreement and that the Grantor Trust] may make further assignments, conveyances and pledges pursuant to the Receivables Contribution Agreement and the Indenture]. The Depositor acknowledges and consents to such assignments and pledges and waives any further notice thereof. Additionally, the Depositor acknowledges that the [Issuing Entity][Grantor Trust] may assign the representations and warrants set forth in Section 3.1(b) to any Third-Party Purchaser with respect to the sale of Charged-Off Receivables pursuant to a Forward Commitment Transfer.

Section 4.8 No Waiver; Cumulative Remedies. No failure to exercise and no delay in exercising, on the part of the Depositor or the Issuing Entity, any right, remedy, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exhaustive of any rights, remedies, powers and privileges provided by law.

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Section 4.9 Counterparts. This Agreement may be executed in two (2) or more counterparts (and by different parties on separate counterparts), each of which shall be an original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this Agreement by email or facsimile shall be effective as delivery of a manually executed counterpart of this Agreement.

Section 4.10 Third-Party Beneficiaries. This Agreement will inure to the benefit of and be binding upon the parties hereto, [the Grantor Trust and] the Indenture Trustee and, to the extent expressly referenced herein, shall inure to the benefit of the Noteholders and the Certificateholders, who shall be considered to be a third party beneficiary hereof. Except as otherwise provided in this Agreement, no other Person will have any right or obligation hereunder.

Section 4.11 Merger and Integration. Except as specifically stated otherwise herein, this Agreement sets forth the entire understanding of the parties relating to the subject matter hereof, and all prior understandings, written or oral, are superseded by this Agreement. This Agreement may not be modified, amended, waived or supplemented except as provided herein.

Section 4.12 Headings. The headings herein are for purposes of references only and shall not otherwise affect the meaning or interpretation of any provision hereof.

Section 4.13 Indemnification. The Depositor shall indemnify and hold harmless the Issuing Entity and its agents and assignees (each, an “Indemnified Person”) from and against any loss, liability, expense (including reasonable and documented out of pocket external attorneys’ fees and costs) or damage suffered or sustained by reason of third party claims which may be asserted against or incurred by the Issuing Entity or any of the permitted assignees (collectively, “Losses”) as a result of the breach of the Depositor’s representations and warranties contained herein and any failure by the Depositor to comply with its obligations under Section 4.2 or Section 3.3(c); provided that the Depositor’s repurchase obligation for a breach of representations and warranties set forth in Section 3.1(b) hereof is the sole remedy therefor. Notwithstanding the foregoing, such indemnity shall not be available to an Indemnified Person to the extent that such Losses (A) have resulted from the gross negligence, bad faith, fraud or willful misconduct of such Indemnified Person or (B) arise primarily due to the deterioration in the credit quality or market value of the Receivables, Financed Vehicles or other Second Step Transferred Property (or the underlying Obligors thereunder) or otherwise constituting credit recourse for the failure of an Obligor to pay any amount owing with respect to any Second Step Transferred Property.

Section 4.14 Survival.

All representations, warranties, covenants, indemnities and other provisions made by the Depositor herein or in connection herewith shall be considered to have been relied upon by the Issuing Entity, and shall survive the execution and delivery of this Agreement. The terms of Section 4.13 shall survive the termination of this Agreement.

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Section 4.15 No Petition Covenant.

Notwithstanding any prior termination of this Agreement, the Depositor shall not, prior to the date which is one year and one day after the final distribution with respect to the Notes [(other than the Class XS Notes)] to the Note Distribution Account or, with respect to the Certificates, to the Certificateholders or the Certificate Distribution Account, acquiesce, petition or otherwise invoke or cause the Issuing Entity [or the Grantor Trust] to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against the Issuing Entity [or the Grantor Trust] under any federal or State bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Issuing Entity [or the Grantor Trust] or any substantial part of the property of either of them, or ordering the winding up or liquidation of the affairs of the Issuing Entity [or the Grantor Trust] under any federal or State bankruptcy or insolvency proceeding.

Section 4.16 Limitation on Liability.

It is expressly understood and agreed by the parties hereto that (a) this Agreement is executed and delivered by [ ] (“[OT]”), not individually or personally but solely as Owner Trustee of the Issuing Entity in the exercise of the powers and authority conferred and vested in it, (b) each of the representations, undertakings and agreements herein made on the part of the Issuing Entity is made and intended not as personal representations, undertakings and agreements by [OT] but is made and intended for the purpose of binding only Issuing Entity, (c) nothing herein contained shall be construed as creating any liability on [OT], individually or personally, to perform any covenant either expressed or implied contained herein of the Issuing Entity, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (d) [OT] has made no investigation as to the accuracy or completeness of any representations and warranties made by Issuing Entity in this Agreement and (e) under no circumstances shall [OT] be personally liable for the payment of any indebtedness or expenses of Issuing Entity or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by Issuing Entity or [Grantor Trust], as applicable, under this Agreement.

[REMAINDER OF PAGE IS INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective officers as of the day and year first above written.

CARVANA RECEIVABLES DEPOSITOR LLC
By:
Name:
Title:
CARVANA AUTO RECEIVABLES TRUST 20[ ]-[ ]
By:	[                    ],
	not in its individual capacity but solely as Owner Trustee
By:
Name:
Title:

[Signature Page to Receivables Transfer Agreement]

EXHIBIT A

FORM OF

[INITIAL] SECOND STEP RECEIVABLES ASSIGNMENT

PURSUANT TO RECEIVABLES TRANSFER AGREEMENT

On [         ], 20[     ], for value received, in accordance with the Receivables Transfer Agreement, dated as of [         ], 20[     ] (as amended, modified or supplemented from time to time, the “Receivables Transfer Agreement”), 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”), the Depositor does hereby sell, assign, transfer, set over and otherwise convey unto the Issuing Entity, without recourse, all of the Depositor’s right, title and interest in, to and under the following property, whether now existing or hereafter created or acquired:

(i) the [Initial] Receivables and all instruments and all monies due or to become due or received by any Person in payment of any of the foregoing on or after the [Initial] Cutoff Date;

(ii) the Financed Vehicles securing such [Initial] Receivables (including any such Financed Vehicles that have been repossessed), any document or writing evidencing any security interest in any such Financed Vehicle and each security interest in each Financed Vehicle;

(iii) the Receivable Files and the Servicer Files related to such [Initial] Receivables;

(iv) all rights to payment under all Insurance Policies with respect to the Financed Vehicles or the Obligors, including any monies collected from whatever source in connection with any default of an Obligor or with respect to any such Financed Vehicle and any proceeds from claims or refunds of premiums on any Insurance Policy;

(v) all guaranties, indemnities, warranties, insurance (and proceeds and premium refunds thereof) and other agreements or arrangements of whatever character from time to time supporting or securing payment of the [Initial] Receivables, whether pursuant to the related Contracts or otherwise;

(vi) all rights to payment under all service contracts and other contracts and agreements associated with such [Initial] Receivables;

(vii) all Liquidation Proceeds related to any such [Initial] Receivable received on or after the [Initial] Cutoff Date;

(viii) subject to the Transaction Documents and the Master Agency Agreement, all deposit accounts, monies, deposits, funds, accounts and instruments relating to the foregoing (excluding payments or recoveries in respect of the Receivables received prior to the [Initial] Cutoff Date);

Ex A-1

(ix) the Receivables Purchase Agreement, including the right of the Depositor to cause the Seller repurchase, [Initial] Receivables under certain circumstances;

(x) the proceeds of any and all of the foregoing; and

(xi) all present and future claims, demands, causes of action and choses in action in respect of any of all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property; all accounts, general intangibles, chattel paper, instruments, documents, money, investment property, deposit accounts, letters of credit, letter-of-credit rights, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations; and all other property which at any time constitutes all or part of or is included in the proceeds of any of the foregoing.

It is the intention of the Depositor and the Issuing Entity that the transfer and assignment of Receivables contemplated by the Receivables Transfer Agreement and this [Initial] Second Step Receivables Assignment shall constitute an absolute and irrevocable sale of the Second Step Transferred Property from the Depositor to the Issuing Entity so that the beneficial interest in and title to the [Initial] Receivables and the other related Second Step Transferred Property shall not be part of the Depositor’s estate in the event of the filing of a petition for insolvency, receivership or conservatorship by or against the Depositor or placement into receivership or conservatorship of the Depositor under any relevant bankruptcy, insolvency, receivership or conservatorship law.

The foregoing transfer and assignment of the Second Step Transferred Property contemplated by the Receivables Transfer Agreement and this [Initial] Second Step Receivables Assignment does not constitute and is not intended to result in any assumption by the Issuing Entity of any obligation of the Depositor, the Seller, the Servicer or any other Person to the Obligors, insurers or any other Person in connection with the Receivables or the other related Second Step Transferred Property, including any insurance policies or any agreement or instrument relating to any of them.

THIS [INITIAL] SECOND STEP RECEIVABLES ASSIGNMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT REFERENCE TO ITS CONFLICT OF LAWS PROVISIONS (OTHER THAN §§5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW)).

This [Initial] Second Step Receivables Assignment is made pursuant to and upon the representations, warranties and agreements on the part of the undersigned contained in the Receivables Transfer Agreement and is to be governed by the Receivables Transfer Agreement.

Capitalized terms used herein and not otherwise defined herein shall have the meaning assigned to them in the Receivables Transfer Agreement.

Ex A-2

* * * * *

Ex A-3

IN WITNESS WHEREOF, the undersigned has caused this [Initial] Second Step Receivables Assignment to be duly executed as of the day and year first written above.

CARVANA RECEIVABLES DEPOSITOR LLC

By:

Name:

Title:

Ex A-4

SCHEDULE A TO THE [INITIAL] SECOND STEP RECEIVABLES ASSIGNMENT

[INITIAL] SECOND STEP SCHEDULE OF RECEIVABLES

The [Initial] Second Step Schedule of Receivables is

on file at the offices of:

1. The Indenture Trustee

2. The Servicer

3. The Depositor

4. The Issuing Entity

[5. The Grantor Trust]

[EXHIBIT B]

FORM OF

SUBSEQUENT SECOND STEP RECEIVABLES ASSIGNMENT

PURSUANT TO RECEIVABLES TRANSFER AGREEMENT

On [         ], 20[     ], for value received, in accordance with the Receivables Transfer Agreement, dated as of [         ], 20[     ] (as amended, modified or supplemented from time to time, the “Receivables Transfer Agreement”), 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”), the Depositor does hereby sell, assign, transfer, set over and otherwise convey unto the Issuing Entity, without recourse, all of the Depositor’s right, title and interest in, to and under the following property, whether now existing or hereafter created or acquired:

(i) the Additional Receivables and all instruments and all monies due or to become due or received by any Person in payment of any of the foregoing on or after the Subsequent Cutoff Date;

(ii) the Financed Vehicles securing such Additional Receivables (including any such Financed Vehicles that have been repossessed), any document or writing evidencing any security interest in any such Financed Vehicle and each security interest in each Financed Vehicle;

(iii) the Receivable Files and the Servicer Files related to such Additional Receivables;

(iv) all rights to payment under all Insurance Policies with respect to the Financed Vehicles or the Obligors, including any monies collected from whatever source in connection with any default of an Obligor or with respect to any such Financed Vehicle and any proceeds from claims or refunds of premiums on any Insurance Policy;

(v) all guaranties, indemnities, warranties, insurance (and proceeds and premium refunds thereof) and other agreements or arrangements of whatever character from time to time supporting or securing payment of the Additional Receivables, whether pursuant to the related Contracts or otherwise;

(vi) all rights to payment under all service contracts and other contracts and agreements associated with such Additional Receivables;

(vii) all Liquidation Proceeds related to any such Additional Receivable received on or after the Subsequent Cutoff Date;

(viii) subject to the Transaction Documents and the Master Agency Agreement, all deposit accounts, monies, deposits, funds, accounts and instruments relating to the foregoing (excluding payments or recoveries in respect of the Additional Receivables received prior to the Subsequent Cutoff Date);

Ex B-1

(ix) the Receivables Purchase Agreement, including the right of the Depositor to cause the Seller repurchase, Additional Receivables under certain circumstances;

(x) the proceeds of any and all of the foregoing; and

(xi) all present and future claims, demands, causes of action and choses in action in respect of any of all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property; all accounts, general intangibles, chattel paper, instruments, documents, money, investment property, deposit accounts, letters of credit, letter-of-credit rights, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations; and all other property which at any time constitutes all or part of or is included in the proceeds of any of the foregoing.

It is the intention of the Depositor and the Issuing Entity that the transfer and assignment of Additional Receivables contemplated by the Receivables Transfer Agreement and this Subsequent Second Step Receivables Assignment shall constitute an absolute and irrevocable sale of the Second Step Transferred Property from the Depositor to the Issuing Entity so that the beneficial interest in and title to the [Initial] Receivables and the other related Second Step Transferred Property shall not be part of the Depositor’s estate in the event of the filing of a petition for insolvency, receivership or conservatorship by or against the Depositor or placement into receivership or conservatorship of the Depositor under any relevant bankruptcy, insolvency, receivership or conservatorship law.

The foregoing transfer and assignment of the Second Step Transferred Property contemplated by the Receivables Transfer Agreement and this Subsequent Second Step Receivables Assignment does not constitute and is not intended to result in any assumption by the Issuing Entity of any obligation of the Depositor, the Seller, the Servicer or any other Person to the Obligors, insurers or any other Person in connection with the Receivables or the other related Second Step Transferred Property, including any insurance policies or any agreement or instrument relating to any of them.

THIS SUBSEQUENT SECOND STEP RECEIVABLES ASSIGNMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT REFERENCE TO ITS CONFLICT OF LAWS PROVISIONS (OTHER THAN §§5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW)).

This Subsequent Second Step Receivables Assignment is made pursuant to and upon the representations, warranties and agreements on the part of the undersigned contained in the Receivables Transfer Agreement and is to be governed by the Receivables Transfer Agreement.

Capitalized terms used herein and not otherwise defined herein shall have the meaning assigned to them in the Receivables Transfer Agreement.

Ex B-2

* * * * *

Ex B-3

IN WITNESS WHEREOF, the undersigned has caused this Subsequent Second Step Receivables Assignment to be duly executed as of the day and year first written above.

CARVANA RECEIVABLES DEPOSITOR LLC

By:

Name:

Title:

Ex B-4

SCHEDULE A TO THE SUBSEQUENT SECOND STEP RECEIVABLES ASSIGNMENT

SUBSEQUENT SECOND STEP SCHEDULE OF RECEIVABLES

The Subsequent Second Step Schedule of Receivables is

on file at the offices of:

1. The Indenture Trustee

2. The Servicer

3. The Depositor

4. The Issuing Entity

[5. The Grantor Trust]]