Common use of Electronic Means Clause in Contracts

Electronic Means. The Trustee and the Collateral Agent shall have the right to accept and act upon instructions, including funds transfer instructions (“Instructions”) given pursuant to this Indenture and delivered using Electronic Means; provided, however, that the Issuer shall provide to the Trustee and the Collateral Agent an incumbency certificate listing officers with the authority to provide such Instructions (“Authorized Officers”), which incumbency certificate shall be amended by the Issuer whenever a person is to be added or deleted from the listing. If the Issuer elects to give the Trustee or the Collateral Agent Instructions using Electronic Means and the Trustee or the Collateral Agent, as applicable, in its discretion elects to act upon such Instructions, the Trustee’s or the Collateral Agent’s understanding of such Instructions shall be deemed controlling. The Issuer understands and agrees that neither the Trustee nor the Collateral Agent can determine the identity of the actual sender of such Instructions and that the Trustee and the Collateral Agent shall conclusively presume that directions that purport to have been sent by an Authorized Officer listed on the incumbency certificate provided to the Trustee and the Collateral Agent have been sent by such Authorized Officer. The Issuer shall be responsible for ensuring that only Authorized Officers transmit such Instructions to the Trustee or the Collateral Agent and that the Issuer and all Authorized Officers are solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords and/or authentication keys upon receipt by the Issuer. Neither the Trustee nor the Collateral Agent shall be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s or the Collateral Agent’s reliance upon and compliance with such Instructions notwithstanding such directions conflict or are inconsistent with a subsequent written instruction. The Issuer agrees: (i) to assume all risks arising out of the use of Electronic Means to submit Instructions to the Trustee or the Collateral Agent, including without limitation the risk of the Trustee or the Collateral Agent acting on unauthorized Instructions, and the risk of interception and misuse by third parties, subject, in each case, to Section 7.01(d); (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to the Trustee and the Collateral Agent and that there may be more secure methods of transmitting Instructions than the method(s) selected by the Issuer; (iii) that the security procedures (if any) to be followed in connection with its transmission of Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances; and (iv) to notify the Trustee and the Collateral Agent, as applicable, as promptly as practicable upon learning of any compromise or unauthorized use of the security procedures.

Electronic Means. The Trustee and the Offshore Collateral Agent shall have the right to accept and act upon instructions, including funds transfer instructions (“"Instructions”") given pursuant to this Indenture the Credit Documents and delivered using Electronic Means; provided, however, that the Issuer each other Finance Party, and each Obligor, as applicable, shall provide to the Trustee and the Offshore Collateral Agent an incumbency certificate listing officers with the authority to provide such Instructions (“"Authorized Officers”)") and containing specimen signatures of such Authorized Officers, which incumbency certificate shall be amended by the Issuer each other Finance Party, or Obligor, as applicable, as applicable, whenever a person is to be added or deleted from the listing. If the Issuer any other Finance Party, or any Obligor, as applicable, elects to give the Trustee or the Offshore Collateral Agent Instructions using Electronic Means and the Trustee or the Offshore Collateral Agent, as applicable, Agent in its discretion elects to act upon such Instructions, the Trustee’s or the Offshore Collateral Agent’s 's understanding of such Instructions shall be deemed controlling. The Issuer understands Each other Finance Party and agrees each Obligor, as applicable, understand and agree that neither the Trustee nor the Offshore Collateral Agent can cannot determine the identity of the actual sender of such Instructions and that the Trustee and the Offshore Collateral Agent shall conclusively presume that directions that purport to have been sent by an Authorized Officer listed on the incumbency certificate provided to the Trustee and the Offshore Collateral Agent have been sent by such Authorized Officer. The Issuer Each other Finance Party and each Obligor, as applicable, shall be responsible for ensuring that only Authorized Officers transmit such Instructions to the Trustee or the Offshore Collateral Agent and that the Issuer each other Finance Party and each Obligor, as applicable, and all Authorized Officers are solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords and/or authentication keys upon receipt by the Issuerkeys. Neither the Trustee nor the The Offshore Collateral Agent shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s or the Offshore Collateral Agent’s 's reliance upon and compliance with such Instructions notwithstanding such directions conflict or are inconsistent with a subsequent written instruction. The Issuer agreesother Finance Parties and the Obligors each agree: (i) to assume all risks arising out of the use of Electronic Means to submit Instructions to the Trustee or the Offshore Collateral Agent, including without limitation the risk of the Trustee or the Offshore Collateral Agent acting on unauthorized Instructions, and the risk of interception and misuse by third parties, subject, in each case, to Section 7.01(d); (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to the Trustee and the Offshore Collateral Agent and that there may be more secure methods of transmitting Instructions than the method(s) selected by the Issuereach Finance Party and each Obligor, as applicable; (iii) that the security procedures (if any) to be followed in connection with its transmission of Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances; and (iv) to notify the Trustee and the Offshore Collateral Agent, as applicable, as promptly as practicable Agent immediately upon learning of any compromise or unauthorized use of the security procedures. The other Finance Parties and the Obligors acknowledge and agree that the Offshore Collateral Agent shall have no liability for acting on or in connection with instructions or directions of the Administrative Agent provided to the Trustee by the Administrative Agent (or their representative participant) using Electronic Methods.

Electronic Means. The Trustee and the Collateral Agent shall have the right to accept and act upon instructions, including funds transfer instructions (“Instructions”) given pursuant to this Indenture the Reaffirmation Agreement and delivered using Electronic MeansMeans (as defined below); provided, however, that the Issuer Holdings shall provide to the Trustee and the Collateral Agent an incumbency certificate listing officers with the authority to provide such Instructions (“Authorized Officers”)) and containing specimen signatures of such Authorized Officers, which incumbency certificate shall be amended by the Issuer Holdings whenever a person is to be added or deleted from the listing. If the Issuer Holdings elects to give the Trustee or the Collateral Agent Instructions using Electronic Means and the Trustee or the Collateral Agent, as applicable, in its discretion elects to act upon such Instructions, the Trustee’s or the Collateral Agent’s its understanding of such Instructions shall be deemed controlling. The Issuer Holdings understands and agrees that neither the Trustee nor the Collateral Agent can cannot determine the identity of the actual sender of such Instructions and that the Trustee and the Collateral Agent shall conclusively presume that directions that purport to have been sent by an Authorized Officer listed on the incumbency certificate provided to the Trustee and the Collateral Agent have been sent by such Authorized Officer. The Issuer Holdings shall be responsible for ensuring that only Authorized Officers transmit such Instructions to the Trustee or the Collateral Agent and that the Issuer Holdings and all Authorized Officers are solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords and/or authentication keys upon receipt by the IssuerHoldings. Neither the Trustee nor the The Collateral Agent shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s or the Collateral Agent’s its reliance upon and compliance with such Instructions notwithstanding such directions conflict or are inconsistent with a subsequent written instruction. The Issuer Holdings agrees: (i) to assume all risks arising out of the use of Electronic Means to submit Instructions to the Trustee or the Collateral Agent, including without limitation the risk of the Trustee or the Collateral Agent acting on unauthorized Instructions, and the risk of interception and misuse by third parties, subject, in each case, to Section 7.01(d); (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to the Trustee and the Collateral Agent and that there may be more secure methods of transmitting Instructions than the method(s) selected by the IssuerHoldings; (iii) that the security procedures (if any) to be followed in connection with its transmission of Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances; and (iv) to notify the Trustee and the Collateral Agent, as applicable, as promptly as practicable Agent immediately upon learning of any compromise or unauthorized use of the security procedures. “Electronic Means” shall mean the following communications methods: e-mail, secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys issued by the Collateral Agent, or another method or system specified by the Collateral Agent as available for use in connection with its services hereunder.

Electronic Means. The Trustee Collateral Agent and the Collateral Agent Trustee shall have the right to accept and act upon instructions, including funds transfer instructions (“Instructions”) given pursuant to this Indenture and delivered using Electronic Meanselectronic means; provided, however, that the Issuer shall provide to the Trustee and the Collateral Agent or the Trustee, as applicable, an incumbency certificate listing officers with the authority to provide such Instructions (“Authorized Officers”)) and containing specimen signatures of such Authorized Officers, which incumbency certificate shall be amended by the Issuer whenever a person is to be added or deleted from the listing. If the Issuer elects to give the Collateral Agent or the Trustee or Instructions using electronic means and the Collateral Agent Instructions using Electronic Means and or the Trustee or the Collateral Agentin its discretion, as applicable, in its discretion elects to act upon such Instructions, the TrusteeCollateral Agent’s or the Collateral AgentTrustee’s understanding of such Instructions shall be deemed controlling. The Issuer understands and agrees that neither the Trustee Collateral Agent nor the Collateral Agent Trustee can determine the identity of the actual sender of such Instructions and that the Trustee and each of the Collateral Agent and the Trustee shall conclusively presume that directions that purport to have been sent by an Authorized Officer listed on the incumbency certificate provided to the Trustee and the Collateral Agent or the Trustee, as the case may be, have been sent by such Authorized Officer. The Issuer shall be responsible for ensuring that only Authorized Officers transmit such Instructions to the Trustee Collateral Agent or the Collateral Agent Trustee and that the Issuer and all Authorized Officers are solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords and/or authentication keys upon receipt by the Issuer. Neither the Trustee Collateral Agent nor the Collateral Agent Trustee shall be liable for any losses, costs or expenses arising directly or indirectly from the TrusteeCollateral Agent’s or the Collateral Agent’s Trustee’s, as the case may be, reliance upon and compliance with such Instructions notwithstanding such directions conflict or are inconsistent with a subsequent written instruction. The Issuer agrees: (i) to assume all risks arising out of the use of Electronic Means electronic means to submit Instructions to the Trustee or Collateral Agent and the Collateral AgentTrustee, including without limitation the risk of the Trustee or the Collateral Agent and the Trustee acting on unauthorized Instructions, and the risk of interception and misuse by third parties, subject, in each case, to Section 7.01(d); (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to the Trustee and the Collateral Agent or the Trustee and that there may be more secure methods of transmitting Instructions than the method(s) selected by the Issuer; (iii) that the security procedures (if any) to be followed in connection with its transmission of Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances; and (iv) to notify the Trustee and Collateral Agent and/or the Collateral AgentTrustee, as applicable, as promptly as practicable immediately upon learning of any compromise or unauthorized use of the security procedures. “Electronic means” shall mean the following communications methods: e-mail, facsimile transmission, secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys issued by the Collateral Agent or the Trustee, as applicable, or another method or system specified by the Collateral Agent or the Trustee, as applicable, as available for use in connection with its services hereunder.

Electronic Means. The Trustee and the Collateral Agent shall have the right to accept and act upon instructions, including funds transfer instructions (“Instructions”) given pursuant to the Indenture, as supplemented by this Fifth Supplemental Indenture and delivered using Electronic Means; provided, however, that the Issuer Company shall provide to the Trustee and the Collateral Agent an incumbency certificate listing officers with the authority to provide such Instructions (“Authorized Officers”)) and containing specimen signatures of such Authorized Officers, which incumbency certificate shall be amended by the Issuer Company whenever a person is to be added or deleted from the listing. If the Issuer Company elects to give the Trustee or the Collateral Agent Instructions using Electronic Means and the Trustee or the Collateral Agent, as applicable, in its discretion elects to act upon such Instructions, the Trustee’s or the Collateral Agent’s understanding of such Instructions shall be deemed controlling. The Issuer Company understands and agrees that neither the Trustee nor the Collateral Agent can cannot determine the identity of the actual sender of such Instructions and that the Trustee and the Collateral Agent shall conclusively presume that directions that purport to have been sent by an Authorized Officer listed on the incumbency certificate provided to the Trustee and the Collateral Agent have been sent by such Authorized Officer. The Issuer Company shall be responsible for ensuring that only Authorized Officers transmit such Instructions to the Trustee or the Collateral Agent and that the Issuer Company and all Authorized Officers are solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords and/or authentication keys upon receipt by the IssuerCompany. Neither the The Trustee nor the Collateral Agent shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s or the Collateral Agent’s reliance upon and compliance with such Instructions notwithstanding such directions conflict or are inconsistent with a subsequent written instruction. The Issuer Company agrees: (i) to assume all risks arising out of the use of Electronic Means to submit Instructions to the Trustee or the Collateral AgentTrustee, including without limitation the risk of the Trustee or the Collateral Agent acting on unauthorized Instructions, and the risk of interception and misuse by third parties, subject, in each case, to Section 7.01(d); (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to the Trustee and the Collateral Agent and that there may be more secure methods of transmitting Instructions than the method(s) selected by the IssuerCompany; (iii) that the security procedures (if any) to be followed in connection with its transmission of Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances; and (iv) to notify the Trustee and the Collateral Agent, as applicable, as promptly as practicable immediately upon learning of any compromise or unauthorized use of the security procedures.

Electronic Means. The Trustee and the Collateral Agent shall have the right to accept and act upon instructions, including funds transfer instructions (“Instructions”) given ), pursuant to this Fourth Supplemental Indenture and delivered using related documents sent by Electronic Means; provided, however, that the Issuer all Parties shall provide to the Trustee and the Collateral Agent an incumbency certificate listing officers or other persons with the authority to provide such Instructions (“Authorized Officers”)or directions and containing specimen signatures of such authorized officers or persons, which incumbency certificate shall be amended by the Issuer and replaced whenever a person is to be added or deleted from the listing. If the Issuer elects Parties elect to give the Trustee or the Collateral Agent Instructions using Electronic Means and the Trustee or the Collateral Agent, as applicable, in its discretion elects to act upon such Instructions, the Trustee’s or the Collateral Agent’s understanding of such Instructions shall be deemed controlling. The Issuer understands All Parties understand and agrees agree that neither the Trustee nor the Collateral Agent can cannot determine the identity of the actual sender of such Instructions and that the Trustee and the Collateral Agent shall conclusively presume that directions that purport to have been sent by an Authorized Officer authorized officer or person listed on the incumbency certificate provided to the Trustee and the Collateral Agent have been sent by such Authorized Officerauthorized officer or person. The Issuer Parties shall be responsible for ensuring that only Authorized Officers authorized officers or persons transmit such Instructions to the Trustee or the Collateral Agent and that the Issuer Parties and all Authorized Officers respective authorized officers or persons are solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords and/or authentication keys upon receipt by the IssuerParties. Neither the The Trustee nor the Collateral Agent shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s or the Collateral Agent’s its reliance upon and compliance with such Instructions instructions notwithstanding such directions instructions conflict or are inconsistent with a subsequent written instruction. The Issuer agrees: Parties agree (i) to assume all risks arising out of the its use of Electronic Means to submit Instructions to the Trustee or the Collateral AgentTrustee, including without limitation the risk of the Trustee or the Collateral Agent acting on unauthorized Instructions, and the risk of interception and misuse by third parties, subject, in each case, to Section 7.01(d); (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to the Trustee and the Collateral Agent and that there may be more secure methods of transmitting Instructions than the method(s) selected by the IssuerParties; (iii) that the security procedures (if any) to be followed in connection with its transmission of Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances; and (iv) to notify the Trustee and the Collateral Agent, as applicable, as promptly as practicable immediately upon learning of any compromise or unauthorized use of the security procedures. “Electronic Means” shall mean the following communications methods: e-mail, secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys issued by the Trustee, or another method or system specified by the Trustee as available for use in connection with its services hereunder.

Electronic Means. The Trustee and the Collateral Agent shall have the right to accept and act upon instructions, including funds transfer instructions (“Instructions”) given pursuant to this Indenture and delivered using Electronic Means; provided, however, that the Issuer Parent Guarantor, and the Company, as applicable, shall provide to the Trustee and the Collateral Agent an incumbency certificate listing officers with the authority to provide such Instructions (“Authorized Officers”)) and containing specimen signatures of such Authorized Officers, which incumbency certificate shall be amended by the Issuer Parent Guarantor and the Company, as applicable, whenever a person is to be added or deleted from the listing. If the Issuer Parent Guarantor or the Company, as applicable, elects to give the Trustee or the Collateral Agent Instructions using Electronic Means and the Trustee or the Collateral Agent, as applicable, in its discretion elects to act upon such Instructions, the Trustee’s or the Collateral Agent’s understanding of such Instructions shall be deemed controlling. The Issuer understands Parent Guarantor and agrees the Company understand and agree that neither the Trustee nor the Collateral Agent can cannot determine the identity of the actual sender of such Instructions and that the Trustee and the Collateral Agent shall conclusively presume that directions that purport to have been sent by an Authorized Officer listed on the incumbency certificate provided to the Trustee and the Collateral Agent have been sent by such Authorized Officer. The Issuer Parent Guarantor and the Company shall be responsible for ensuring that only Authorized Officers transmit such Instructions to the Trustee or the Collateral Agent and that the Issuer Company, the Parent Guarantor and all Authorized Officers are solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords and/or authentication keys upon receipt by the IssuerCompany and/or the Parent Guarantor, as applicable. Neither the The Trustee nor the Collateral Agent shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s or the Collateral Agent’s reliance upon and compliance with such Instructions notwithstanding such directions conflict or are inconsistent with a subsequent written instruction. The Issuer agreesCompany and the Parent Guarantor agree: (i) to assume all risks arising out of the use of Electronic Means to submit Instructions to the Trustee or the Collateral AgentTrustee, including without limitation the risk of the Trustee or the Collateral Agent acting on unauthorized Instructions, and the risk of interception and misuse by third parties, subject, in each case, to Section 7.01(d); (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to the Trustee and the Collateral Agent and that there may be more secure methods of transmitting Instructions than the method(s) selected by the IssuerCompany and/or the Parent Guarantor as applicable; (iii) that the security procedures (if any) to be followed in connection with its transmission of Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances; and (iv) to use reasonable efforts to notify the Trustee and the Collateral Agent, as applicable, as promptly as practicable upon learning of any compromise or unauthorized use of the security procedures. Notwithstanding any other provision of this Indenture or any Security, where this Indenture or any Security provides for notice of any event or any other communication (including any notice of redemption or repurchase) to a holder of a global security (whether by mail or otherwise), such notice shall be sufficiently given if given to the depository (or its designee) pursuant to the standing instructions from the depository or its designee, including by electronic mail in accordance with accepted practices at the depository.

Electronic Means. The Trustee and the Collateral Agent shall have the right to accept and act upon instructions, including funds transfer instructions (“Instructions”) given pursuant to the Indenture, as supplemented by this First Supplemental Indenture and delivered using Electronic Means; provided, however, that the Issuer Company shall provide to the Trustee and the Collateral Agent an incumbency certificate listing officers with the authority to provide such Instructions (“Authorized Officers”)) and containing specimen signatures of such Authorized Officers, which incumbency certificate shall be amended by the Issuer Company whenever a person is to be added or deleted from the listing. If the Issuer Company elects to give the Trustee or the Collateral Agent Instructions using Electronic Means and the Trustee or the Collateral Agent, as applicable, in its discretion elects to act upon such Instructions, the Trustee’s or the Collateral Agent’s understanding of such Instructions shall be deemed controlling. The Issuer Company understands and agrees that neither the Trustee nor the Collateral Agent can cannot determine the identity of the actual sender of such Instructions and that the Trustee and the Collateral Agent shall conclusively presume that directions that purport to have been sent by an Authorized Officer listed on the incumbency certificate provided to the Trustee and the Collateral Agent have been sent by such Authorized Officer. The Issuer Company shall be responsible for ensuring that only Authorized Officers transmit such Instructions to the Trustee or the Collateral Agent and that the Issuer Company and all Authorized Officers are solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords and/or authentication keys upon receipt by the IssuerCompany. Neither the The Trustee nor the Collateral Agent shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s or the Collateral Agent’s reliance upon and compliance with such Instructions notwithstanding such directions conflict or are inconsistent with a subsequent written instruction. The Issuer Company agrees: (i) to assume all risks arising out of the use of Electronic Means to submit Instructions to the Trustee or the Collateral AgentTrustee, including without limitation the risk of the Trustee or the Collateral Agent acting on unauthorized Instructions, and the risk of interception and misuse by third parties, subject, in each case, to Section 7.01(d); (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to the Trustee and the Collateral Agent and that there may be more secure methods of transmitting Instructions than the method(s) selected by the IssuerCompany; (iii) that the security procedures (if any) to be followed in connection with its transmission of Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances; and (iv) to notify the Trustee and the Collateral Agent, as applicable, as promptly as practicable immediately upon learning of any compromise or unauthorized use of the security procedures.

Electronic Means. The Grantor Trust Trustee and the Collateral Agent shall have the right to accept and act upon instructions, including funds transfer instructions (“Instructions”) given pursuant to to, and in accordance with, this Indenture Trust Agreement and related Transaction Documents and delivered to the Grantor Trust Trustee from an Authorized Officer of the instructing Party using Electronic Means; provided, however, that the Issuer any instructing Party shall provide to the Grantor Trust Trustee and the Collateral Agent an incumbency certificate listing officers Authorized Officers with the authority to provide such Instructions (“and containing specimen signatures of such Authorized Officers”), which incumbency certificate shall may be amended updated by the Issuer whenever a person is instructing Party from time to be added or deleted from the listing. If the Issuer elects to give the Trustee or the Collateral Agent Instructions using Electronic Means and the Trustee or the Collateral Agent, as applicable, in its discretion elects to act upon such Instructions, the Trustee’s or the Collateral Agent’s understanding of such Instructions shall be deemed controllingtime. The Issuer instructing Party understands and agrees that neither the Grantor Trust Trustee nor the Collateral Agent can cannot determine the identity of the actual sender of such Instructions and that the Grantor Trust Trustee and the Collateral Agent shall conclusively presume that directions that purport to have been sent by an Authorized Officer listed on the incumbency certificate provided to the Grantor Trust Trustee and the Collateral Agent have been sent by such Authorized Officer. For the avoidance of doubt, the Grantor Trust Trustee shall not be obligated to accept and act upon any instructions delivered to the Grantor Trust Trustee using Electronic Means from any Person other than an Authorized Officer of the instructing Party. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective officers, hereunto duly authorized, as of the day and year first above written. BNY MELLON TRUST OF DELAWARE, as Grantor Trust Trustee and Grantor Trust Certificate Registrar and Grantor Trust Paying Agent By: Name: Title: CARVANA AUTO RECEIVABLES TRUST 2022-P3, as Grantor BNY MELLON TRUST OF DELAWARE, not in its individual capacity, but solely as Owner Trustee By: Name: Title: Acknowledged, Accepted and Agreed To By: CARVANA, LLC, as Administrator and Sponsor By: Name: ▇▇▇▇ ▇▇▇▇▇▇ Title: Vice President, Secretary Acknowledged, Accepted and Agreed To Section 3.3 By: COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, as Indenture Trustee By: Name: Title: NO. R-1 100% PERCENTAGE INTEREST THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES OR BLUE SKY LAWS OF ANY STATE IN THE UNITED STATES OR ANY FOREIGN SECURITIES LAWS. BY ITS ACCEPTANCE OF THIS CERTIFICATE (OR INTEREST HEREIN) THE HOLDER OF THIS CERTIFICATE (OR SUCH INTEREST) IF, OTHER THAN THE GRANTOR OR ANY AFFILIATE OF THE GRANTOR, IS DEEMED TO REPRESENT TO THE GRANTOR, THE GRANTOR TRUST CERTIFICATE REGISTRAR, AND THE GRANTOR TRUST TRUSTEE THAT IT IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT AND IS ACQUIRING THIS CERTIFICATE (OR INTEREST HEREIN) FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS) OR AS A FIDUCIARY OR AGENT FOR OTHERS (WHICH OTHERS ALSO ARE QUALIFIED INSTITUTIONAL BUYERS). THIS CERTIFICATE (OR AN INTEREST HEREIN) MAY NOT BE ACQUIRED WITH THE ASSETS OF OR HELD BY OR FOR THE ACCOUNT OF (1) AN “EMPLOYEE BENEFIT PLAN,” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), THAT IS SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA, (2) A “PLAN” AS DEFINED IN AND SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR (3) ANY ENTITY OR ACCOUNT WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT BY AN EMPLOYEE BENEFIT PLAN OR PLAN IN SUCH ENTITY OR ACCOUNT (EACH, A “BENEFIT PLAN INVESTOR”) OTHER THAN AN “INSURANCE COMPANY GENERAL ACCOUNT,” AS DEFINED IN PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 (“PTCE 95-60”), WHOSE UNDERLYING ASSETS INCLUDE LESS THAN 25% “PLAN ASSETS” OF BENEFIT PLAN INVESTORS, WHO IS NOT AND IS NOT AN AFFILIATE OF A PERSON THAT HAS DISCRETIONARY AUTHORITY OR CONTROL WITH RESPECT TO THE ASSETS OF THE GRANTOR TRUST OR PROVIDES INVESTMENT ADVICE FOR A FEE (DIRECT OR INDIRECT) WITH RESPECT TO THE ASSETS OF THE GRANTOR TRUST, AND FOR WHICH THE PURCHASE AND HOLDING OF THE CERTIFICATE IS ELIGIBLE AND SATISFIES ALL CONDITIONS FOR RELIEF UNDER PTCE 95-60. THIS CERTIFICATE (OR AN INTEREST HEREIN) ALSO MAY NOT BE ACQUIRED WITH THE ASSETS OF OR HELD BY OR FOR THE ACCOUNT OF ANY 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”) IF SUCH ACQUISITION OR HOLDING WOULD RESULT IN A VIOLATION OF ANY SIMILAR LAW. THE HOLDER OF THIS CERTIFICATE, BY ACCEPTING THIS CERTIFICATE, WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT IT IS NOT SUBJECT TO THE FOREGOING LIMITATIONS AND, IF REQUESTED TO DO SO BY THE GRANTOR, SUCH PERSON SHALL EXECUTE AND DELIVER TO THE GRANTOR TRUST TRUSTEE AND THE GRANTOR TRUST CERTIFICATE REGISTRAR AN UNDERTAKING LETTER TO SUCH EFFECT IN THE FORM SPECIFIED IN THE GRANTOR TRUST AGREEMENT. IT IS THE INTENT OF THE GRANTOR, THE GRANTOR TRUST TRUSTEE AND THE GRANTOR TRUST CERTIFICATEHOLDER THAT, FOR UNITED STATES FEDERAL INCOME TAX PURPOSES, THE GRANTOR TRUST SHALL BE TREATED AS A GRANTOR TRUST. EXCEPT AS OTHERWISE REQUIRED BY APPROPRIATE TAXING AUTHORITIES, THE GRANTOR AND THE GRANTOR TRUST CERTIFICATEHOLDER BY ACCEPTANCE OF THE CERTIFICATE AGREE TO TREAT, AND TO TAKE NO ACTION INCONSISTENT WITH THE TREATMENT OF, THE CERTIFICATE FOR SUCH TAX PURPOSES AS INTERESTS IN SUCH AN ENTITY AS DESCRIBED IN THE PREVIOUS SENTENCE. THE GRANTOR TRUST CERTIFICATEHOLDER 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 GRANTOR TRUST. THE GRANTOR TRUST CERTIFICATEHOLDER, 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 THE CERTIFICATE. THE GRANTOR TRUST CERTIFICATEHOLDER 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 GRANTOR TRUST TO BECOME TAXABLE AS A CORPORATION FOR U.S. FEDERAL INCOME TAX PURPOSES. THE GRANTOR TRUST CERTIFICATEHOLDER AGREES THAT ANY PURPORTED TRANSFER OF THE CERTIFICATE OR ANY BENEFICIAL INTEREST IN THE CERTIFICATE THAT IS NOT MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE GRANTOR TRUST AGREEMENT WILL BE NULL AND VOID FROM THE BEGINNING AND WILL NOT BE GIVEN EFFECT FOR ANY PURPOSE THEREUNDER. THE GRANTOR TRUST CERTIFICATEHOLDER BY ITS ACCEPTANCE OF THIS CERTIFICATE (OR AN INTEREST HEREIN) COVENANTS AND AGREES THAT SUCH GRANTOR TRUST CERTIFICATEHOLDER SHALL NOT (NOR SHALL IT JOIN WITH OR SOLICIT ANOTHER PERSON TO), PRIOR TO THE DATE WHICH IS ONE YEAR AND ONE DAY AFTER THE TERMINATION OF THE GRANTOR TRUST AND OF EACH OTHER TRUST HERETOFORE FORMED BY THE GRANTOR, ACQUIESCE, PETITION OR OTHERWISE INVOKE OR CAUSE THE GRANTOR OR THE GRANTOR TRUST TO INVOKE IN ANY COURT OR GOVERNMENTAL AUTHORITY FOR THE PURPOSE OF COMMENCING OR SUSTAINING A CASE AGAINST THE GRANTOR OR THE GRANTOR TRUST UNDER ANY FEDERAL OR STATE BANKRUPTCY, INSOLVENCY, REORGANIZATION OR SIMILAR LAW OR APPOINTING A RECEIVER, LIQUIDATOR, ASSIGNEE, TRUSTEE, CUSTODIAN, SEQUESTRATOR OR OTHER SIMILAR OFFICIAL OF THE GRANTOR OR THE GRANTOR TRUST OR ANY SUBSTANTIAL PART OF ITS PROPERTY, OR ORDERING THE WINDING UP OR LIQUIDATION OF THE AFFAIRS OF THE GRANTOR OR THE GRANTOR TRUST UNDER A FEDERAL OR STATE BANKRUPTCY OR INSOLVENCY PROCEEDING. THE GRANTOR TRUST CERTIFICATEHOLDER BY ACCEPTING THE CERTIFICATE (OR INTEREST THEREIN) ACKNOWLEDGES THAT SUCH PERSON’S CERTIFICATE (OR INTEREST THEREIN) REPRESENTS BENEFICIAL INTERESTS IN THE GRANTOR TRUST ONLY AND DOES NOT REPRESENT INTERESTS IN OR OBLIGATIONS OF THE GRANTOR, THE SERVICER, THE ADMINISTRATOR, THE GRANTOR TRUST TRUSTEE, THE GRANTOR TRUST CERTIFICATE REGISTRAR, 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 GRANTOR TRUST AGREEMENT, THE CERTIFICATE OR THE OTHER TRANSACTION DOCUMENTS. EXCEPT AS EXPRESSLY PROVIDED IN THE TRANSACTION DOCUMENTS, NONE OF THE GRANTOR, THE SERVICER, THE GRANTOR TRUST CERTIFICATE REGISTRAR OR THE GRANTOR TRUST TRUSTEE IN THEIR RESPECTIVE INDIVIDUAL CAPACITIES, OR 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 DISTRIBUTION OF ANY AMOUNT WITH RESPECT TO THIS CERTIFICATE OR THE GRANTOR TRUST’S PERFORMANCE OF, OR OMISSION TO PERFORM, ANY OBLIGATIONS OR INDEMNIFICATIONS CONTAINED IN THIS GRANTOR TRUST CERTIFICATE, THE GRANTOR TRUST AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS, IT BEING EXPRESSLY UNDERSTOOD THAT THE GRANTOR TRUST CERTIFICATEHOLDER OBLIGATIONS HAVE BEEN MADE SOLELY BY THE GRANTOR TRUST. THE GRANTOR TRUST CERTIFICATEHOLDER BY THE ACCEPTANCE OF THE CERTIFICATE (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 GRANTOR TRUST CERTIFICATE, IT SHALL HAVE NO CLAIM AGAINST ANY OF THE FOREGOING PERSONS FOR ANY DEFICIENCY, LOSS OR CLAIM THEREFROM. IN THE EVENT THAT ANY OF THE FOREGOING COVENANTS OF THE GRANTOR TRUST CERTIFICATEHOLDER IS PROHIBITED BY, OR DECLARED ILLEGAL OR OTHERWISE UNENFORCEABLE AGAINST ANY SUCH GRANTOR TRUST CERTIFICATEHOLDER UNDER APPLICABLE LAW BY ANY COURT OR OTHER AUTHORITY OF COMPETENT JURISDICTION, AND, AS A RESULT, THE GRANTOR TRUST CERTIFICATEHOLDER IS DEEMED TO HAVE AN INTEREST IN ANY ASSETS OF THE GRANTOR OR ANY AFFILIATE OF THE GRANTOR OTHER THAN THE GRANTOR TRUST, THE GRANTOR TRUST CERTIFICATEHOLDER 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. evidencing a fractional undivided Percentage Interest in the Grantor Trust, as defined below, the property of which includes a pool of retail instalment contracts and direct purchase money loans secured by new or used automobiles and light trucks and sold to the Grantor Trust by Carvana Auto Receivables Trust 2022-P3. (This Certificate does not represent an interest in or obligation of Carvana Receivables Auto Receivables Trust 2022-P3 or any of its respective affiliates, except to the extent described in the Transaction Documents.) THIS CERTIFIES THAT CARVANA AUTO RECEIVABLES TRUST 2022-P3 is the registered owner of a nonassessable, fully-paid fractional undivided Percentage Interest in Carvana Auto Receivables Grantor Trust 2022-P3 (the “Grantor Trust”) formed by Carvana Auto Receivables Trust 2022-P3, a Delaware statutory trust (the “Grantor”). The Issuer Grantor Trust was created pursuant to a trust agreement, dated as of August 10, 2021, as amended and restated as of the Closing Date (as so amended and restated, the “Grantor Trust Agreement”), between the Grantor and BNY Mellon Trust of Delaware, as grantor trust trustee (the “Grantor Trust Trustee”), a summary of certain of the pertinent provisions of which is set forth below. To the extent not otherwise defined herein, the capitalized terms used herein have the meanings assigned to them or incorporated by reference in the Grantor Trust Agreement. This certificate is a duly authorized issue of the certificate of the Grantor Trust (herein called the “Certificate”). This Certificate is issued under and is subject to the terms, provisions and conditions of the Grantor Trust Agreement, the terms of which are incorporated herein by reference and made a part hereof, to which Grantor Trust Agreement the holder of this Certificate by virtue of the acceptance hereof assents and by which such holder is bound. Under the Grantor Trust Agreement, there may be distributed to the Person in whose name this Certificate is registered monies pursuant to Articles V and VII of the Grantor Trust Agreement. The distributions in respect of this Certificate are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Grantor Trust with respect to this Certificate shall be responsible for ensuring that only Authorized Officers transmit applied in respect of this Certificate. No transfer of this Certificate shall be permitted if such Instructions to the Trustee transfer is effected through an established securities market or secondary market (or the Collateral Agent and that substantial equivalent thereof) within the Issuer and all Authorized Officers are solely responsible to safeguard the use and confidentiality meaning of applicable user and authorization codes, passwords and/or authentication keys upon receipt by the Issuer. Neither the Trustee nor the Collateral Agent shall be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s or the Collateral Agent’s reliance upon and compliance with such Instructions notwithstanding such directions conflict or are inconsistent with a subsequent written instruction. The Issuer agrees: (i) to assume all risks arising out Section 7704 of the use of Electronic Means to submit Instructions to Code and any regulation thereunder. It is the Trustee or the Collateral Agent, including without limitation the risk intent of the Trustee or Grantor, the Collateral Agent acting on unauthorized Instructions, and the risk of interception and misuse by third parties, subject, in each case, to Section 7.01(d); (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to the Grantor Trust Trustee and the Collateral Agent Grantor Trust Certificateholder that, for United States federal income tax purposes, the Grantor Trust shall be treated as a grantor trust. Except as otherwise required by appropriate taxing authorities, the Grantor and the Grantor Trust Certificateholder by acceptance of this Certificate agree to treat, and to take no action inconsistent with the treatment of, this Certificate for such tax purposes as interests in such an entity as described in the previous sentence. The Grantor Trust Certificateholder by its acceptance of this Certificate covenants and agrees that there may be more secure methods such Grantor Trust Certificateholder shall not (nor shall it join with or solicit another person to), prior to the date which is one year and one day after the termination of transmitting Instructions than the method(s) selected Grantor Trust and of each other trust heretofore formed by the Issuer; (iii) that Grantor, acquiesce, petition or otherwise invoke or cause the security procedures (if any) Grantor or the Grantor Trust to be followed invoke in connection with its transmission any court or governmental authority for the purpose of Instructions provide to it commencing or sustaining a commercially reasonable degree case against the Grantor or the Grantor Trust under any federal or State bankruptcy, insolvency, reorganization or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of protection in light the Grantor or the Grantor Trust or any substantial part of its particular needs and circumstances; and (iv) property, or ordering the winding up or liquidation of the affairs of the Grantor or the Grantor Trust under a federal or State bankruptcy or insolvency proceeding. Except as otherwise provided in the Grantor Trust Agreement, distributions on this Certificate shall be made as provided in the Grantor Trust Agreement by the Grantor Trust Trustee by wire transfer or check mailed to notify the Trustee and Grantor Trust Certificateholder without the Collateral Agent, as applicable, as promptly as practicable upon learning presentation or surrender of this Certificate or the making of any compromise or unauthorized use notation hereon. Except as otherwise provided in the Grantor Trust Agreement and notwithstanding the above, the final distribution on this Certificate shall be made after due notice by the Grantor Trust Trustee of the security procedurespendency of such distribution and only upon presentation and surrender of this Certificate at the office maintained for such purpose by the Grantor Trust Trustee. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon shall have been executed by an authorized officer of the Grantor Trust Trustee by manual signature, this Certificate shall not entitle the holder hereof to any benefit under the Grantor Trust Agreement or the Servicing Agreement or be valid for any purpose. THIS CERTIFICATE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW THEREOF OR OF ANY OTHER JURISDICTION, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

Electronic Means. The Trustee and the Collateral Paying Agent shall have the right to accept and act upon instructions, including funds transfer instructions (“Instructions”) given ), pursuant to this Indenture and delivered using related documents sent by Electronic Means; provided, however, that the Issuer Company shall provide to the Trustee and the Collateral Paying Agent an incumbency certificate listing officers with the authority to provide such Instructions (“Authorized Officers”)) or directions and containing specimen signatures of such Authorized Officers, which such incumbency certificate shall be amended by the Issuer and replaced whenever a person is to be added or deleted from the listing. If the Issuer Company elects to give the Trustee or the Collateral Paying Agent Instructions using Electronic Means and the Trustee or the Collateral Agent, as applicable, Paying Agent in its discretion elects to act upon such Instructions, the Trustee’s or the Collateral Paying Agent’s understanding of such Instructions shall be deemed controlling. The Issuer Company understands and agrees that neither the Trustee nor the Collateral Agent can and Paying Agent, as applicable, cannot determine the identity of the actual sender of such Instructions and that the Trustee and the Collateral Agent Paying Agent, as applicable, shall conclusively presume that directions that purport to have been sent by an Authorized Officer listed on the incumbency certificate provided to the Trustee and the Collateral or Paying Agent have been sent by such Authorized Officer. The Issuer Company shall be responsible for ensuring that only Authorized Officers transmit such Instructions to the Trustee or the Collateral Agent Paying Agent, as applicable, and that the Issuer Company and all Authorized Officers are solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords and/or authentication keys upon receipt by the IssuerCompany. Neither the The Trustee nor the Collateral Agent and Paying Agent, as applicable, shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s or the Collateral Agent’s its reliance upon and compliance with such Instructions instructions notwithstanding such directions instructions conflict or are inconsistent with a subsequent written instruction. The Issuer agrees: Company agrees (i) to assume all risks arising out of the its use of Electronic Means to submit Instructions to the Trustee or the Collateral Agent, Paying Agent including without limitation the risk of the Trustee or the Collateral Agent Paying acting on unauthorized Instructions, and the risk of interception and misuse by third parties, subject, in each case, to Section 7.01(d); (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to the Trustee and the Collateral or Paying Agent and that there may be more secure methods of transmitting Instructions than the method(s) selected by the IssuerCompany; (iii) that the security procedures (if any) to be followed in connection with its transmission of Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances; and (iv) to notify the Trustee and the Collateral Agent, as applicable, as promptly as practicable Paying Agent immediately upon learning of any compromise or unauthorized use of the security procedures.

Electronic Means. The Trustee and the Collateral Agent shall have the right to accept and act upon instructions, including funds transfer instructions (“Instructions”) given ), pursuant to this Third Supplemental Indenture and delivered using related documents sent by Electronic Means; provided, however, that the Issuer all Parties shall provide to the Trustee and the Collateral Agent an incumbency certificate listing officers or other persons with the authority to provide such Instructions (“Authorized Officers”)or directions and containing specimen signatures of such authorized officers or persons, which incumbency certificate shall be amended by the Issuer and replaced whenever a person is to be added or deleted from the listing. If the Issuer elects Parties elect to give the Trustee or the Collateral Agent Instructions using Electronic Means and the Trustee or the Collateral Agent, as applicable, in its discretion elects to act upon such Instructions, the Trustee’s or the Collateral Agent’s understanding of such Instructions shall be deemed controlling. The Issuer understands All Parties understand and agrees agree that neither the Trustee nor the Collateral Agent can cannot determine the identity of the actual sender of such Instructions and that the Trustee and the Collateral Agent shall conclusively presume that directions that purport to have been sent by an Authorized Officer authorized officer or person listed on the incumbency certificate provided to the Trustee and the Collateral Agent have been sent by such Authorized Officerauthorized officer or person. The Issuer Parties shall be responsible for ensuring that only Authorized Officers authorized officers or persons transmit such Instructions to the Trustee or the Collateral Agent and that the Issuer Parties and all Authorized Officers respective authorized officers or persons are solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords and/or authentication keys upon receipt by the IssuerParties. Neither the The Trustee nor the Collateral Agent shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s or the Collateral Agent’s its reliance upon and compliance with such Instructions instructions notwithstanding such directions instructions conflict or are inconsistent with a subsequent written instruction. The Issuer agrees: Parties agree (i) to assume all risks arising out of the its use of Electronic Means to submit Instructions to the Trustee or the Collateral AgentTrustee, including without limitation the risk of the Trustee or the Collateral Agent acting on unauthorized Instructions, and the risk of interception and misuse by third parties, subject, in each case, to Section 7.01(d); (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to the Trustee and the Collateral Agent and that there may be more secure methods of transmitting Instructions than the method(s) selected by the IssuerParties; (iii) that the security procedures (if any) to be followed in connection with its transmission of Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances; and (iv) to notify the Trustee and the Collateral Agent, as applicable, as promptly as practicable immediately upon learning of any compromise or unauthorized use of the security procedures. “Electronic Means” shall mean the following communications methods: e-mail, secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys issued by the Trustee, or another method or system specified by the Trustee as available for use in connection with its services hereunder.

Electronic Means. The Grantor Trust Trustee and the Collateral Agent shall have the right to accept and act upon instructions, including funds transfer instructions (“Instructions”) given pursuant to to, and in accordance with, this Indenture Trust Agreement and related Transaction Documents and delivered to the Grantor Trust Trustee from an Authorized Officer of the instructing Party using Electronic Means; provided, however, that the Issuer any instructing Party shall provide to the Grantor Trust Trustee and the Collateral Agent an incumbency certificate listing officers Authorized Officers with the authority to provide such Instructions (“and containing specimen signatures of such Authorized Officers”), which incumbency certificate shall may be amended updated by the Issuer whenever a person is instructing Party from time to be added or deleted from the listing. If the Issuer elects to give the Trustee or the Collateral Agent Instructions using Electronic Means and the Trustee or the Collateral Agent, as applicable, in its discretion elects to act upon such Instructions, the Trustee’s or the Collateral Agent’s understanding of such Instructions shall be deemed controllingtime. The Issuer instructing Party understands and agrees that neither the Grantor Trust Trustee nor the Collateral Agent can cannot determine the identity of the actual sender of such Instructions and that the Grantor Trust Trustee and the Collateral Agent shall conclusively presume that directions that purport to have been sent by an Authorized Officer listed on the incumbency certificate provided to the Grantor Trust Trustee and the Collateral Agent have been sent by such Authorized Officer. For the avoidance of doubt, the Grantor Trust Trustee shall not be obligated to accept and act upon any instructions delivered to the Grantor Trust Trustee using Electronic Means from any Person other than an Authorized Officer of the instructing Party. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective officers, hereunto duly authorized, as of the day and year first above written. BNY MELLON TRUST OF DELAWARE, as Grantor Trust Trustee and Grantor Trust Certificate Registrar and Grantor Trust Paying Agent By: Name: Title: as Grantor BNY MELLON TRUST OF DELAWARE, not in its individual capacity, but solely as Owner Trustee By: Name: Title: Acknowledged, Accepted and Agreed To By: as Administrator and Sponsor By: Name: ▇▇▇▇ ▇▇▇▇▇▇ Title: Vice President, Secretary Acknowledged, Accepted and Agreed To Section 3.3 By: COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, as Indenture Trustee By: Name: Title: NO. R- ( )% PERCENTAGE INTEREST THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES OR BLUE SKY LAWS OF ANY STATE IN THE UNITED STATES OR ANY FOREIGN SECURITIES LAWS. BY ITS ACCEPTANCE OF THIS CERTIFICATE (OR INTEREST HEREIN) THE HOLDER OF THIS CERTIFICATE (OR SUCH INTEREST) IF, OTHER THAN THE GRANTOR OR ANY AFFILIATE OF THE GRANTOR, IS DEEMED TO REPRESENT TO THE GRANTOR, THE GRANTOR TRUST CERTIFICATE REGISTRAR, AND THE GRANTOR TRUST TRUSTEE THAT IT IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT AND IS ACQUIRING THIS CERTIFICATE (OR INTEREST HEREIN) FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS) OR AS A FIDUCIARY OR AGENT FOR OTHERS (WHICH OTHERS ALSO ARE QUALIFIED INSTITUTIONAL BUYERS). THIS CERTIFICATE (OR AN INTEREST HEREIN) MAY NOT BE ACQUIRED WITH THE ASSETS OF OR HELD BY OR FOR THE ACCOUNT OF (1) AN “EMPLOYEE BENEFIT PLAN,” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), THAT IS SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA, (2) A “PLAN” AS DEFINED IN AND SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR (3) ANY ENTITY OR ACCOUNT WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT BY AN EMPLOYEE BENEFIT PLAN OR PLAN IN SUCH ENTITY OR ACCOUNT (EACH, A “BENEFIT PLAN INVESTOR”) OTHER THAN AN “INSURANCE COMPANY GENERAL ACCOUNT,” AS DEFINED IN PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 (“PTCE 95-60”), WHOSE UNDERLYING ASSETS INCLUDE LESS THAN 25% “PLAN ASSETS” OF BENEFIT PLAN INVESTORS, WHO IS NOT AND IS NOT AN AFFILIATE OF A PERSON THAT HAS DISCRETIONARY AUTHORITY OR CONTROL WITH RESPECT TO THE ASSETS OF THE GRANTOR TRUST OR PROVIDES INVESTMENT ADVICE FOR A FEE (DIRECT OR INDIRECT) WITH RESPECT TO THE ASSETS OF THE GRANTOR TRUST, AND FOR WHICH THE ACQUISITION AND HOLDING OF THE CERTIFICATE IS ELIGIBLE AND SATISFIES ALL CONDITIONS FOR RELIEF UNDER PTCE 95-60. THIS CERTIFICATE (OR AN INTEREST HEREIN) ALSO MAY NOT BE ACQUIRED WITH THE ASSETS OF OR HELD BY OR FOR THE ACCOUNT OF ANY 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”) IF SUCH ACQUISITION OR HOLDING WOULD RESULT IN A VIOLATION OF ANY SIMILAR LAW. THE HOLDER OF THIS CERTIFICATE, BY ACCEPTING THIS CERTIFICATE, WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT IT IS NOT SUBJECT TO THE FOREGOING LIMITATIONS AND, IF REQUESTED TO DO SO BY THE GRANTOR, SUCH PERSON SHALL EXECUTE AND DELIVER TO THE GRANTOR TRUST TRUSTEE AND THE GRANTOR TRUST CERTIFICATE REGISTRAR AN UNDERTAKING LETTER TO SUCH EFFECT IN THE FORM SPECIFIED IN THE GRANTOR TRUST AGREEMENT. IT IS THE INTENT OF THE GRANTOR, THE GRANTOR TRUST TRUSTEE AND THE GRANTOR TRUST CERTIFICATEHOLDER THAT, FOR UNITED STATES FEDERAL INCOME TAX PURPOSES, THE GRANTOR TRUST SHALL BE TREATED AS A GRANTOR TRUST. EXCEPT AS OTHERWISE REQUIRED BY APPROPRIATE TAXING AUTHORITIES, THE GRANTOR AND THE GRANTOR TRUST CERTIFICATEHOLDER BY ACCEPTANCE OF THE CERTIFICATE AGREE TO TREAT, AND TO TAKE NO ACTION INCONSISTENT WITH THE TREATMENT OF, THE CERTIFICATE FOR SUCH TAX PURPOSES AS INTERESTS IN SUCH AN ENTITY AS DESCRIBED IN THE PREVIOUS SENTENCE. THE GRANTOR TRUST CERTIFICATEHOLDER 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 GRANTOR TRUST. THE GRANTOR TRUST CERTIFICATEHOLDER, 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 THE CERTIFICATE. THE GRANTOR TRUST CERTIFICATEHOLDER 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 GRANTOR TRUST TO BECOME TAXABLE AS A CORPORATION FOR U.S. FEDERAL INCOME TAX PURPOSES. THE GRANTOR TRUST CERTIFICATEHOLDER AGREES THAT ANY PURPORTED TRANSFER OF THE CERTIFICATE OR ANY BENEFICIAL INTEREST IN THE CERTIFICATE THAT IS NOT MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE GRANTOR TRUST AGREEMENT WILL BE NULL AND VOID FROM THE BEGINNING AND WILL NOT BE GIVEN EFFECT FOR ANY PURPOSE THEREUNDER. THE GRANTOR TRUST CERTIFICATEHOLDER BY ITS ACCEPTANCE OF THIS CERTIFICATE (OR AN INTEREST HEREIN) COVENANTS AND AGREES THAT SUCH GRANTOR TRUST CERTIFICATEHOLDER SHALL NOT (NOR SHALL IT JOIN WITH OR SOLICIT ANOTHER PERSON TO), PRIOR TO THE DATE WHICH IS ONE YEAR AND ONE DAY AFTER THE TERMINATION OF THE GRANTOR TRUST AND OF EACH OTHER TRUST HERETOFORE FORMED BY THE GRANTOR, ACQUIESCE, PETITION OR OTHERWISE INVOKE OR CAUSE THE GRANTOR OR THE GRANTOR TRUST TO INVOKE IN ANY COURT OR GOVERNMENTAL AUTHORITY FOR THE PURPOSE OF COMMENCING OR SUSTAINING A CASE AGAINST THE GRANTOR OR THE GRANTOR TRUST UNDER ANY FEDERAL OR STATE BANKRUPTCY, INSOLVENCY, REORGANIZATION OR SIMILAR LAW OR APPOINTING A RECEIVER, LIQUIDATOR, ASSIGNEE, TRUSTEE, CUSTODIAN, SEQUESTRATOR OR OTHER SIMILAR OFFICIAL OF THE GRANTOR OR THE GRANTOR TRUST OR ANY SUBSTANTIAL PART OF ITS PROPERTY, OR ORDERING THE WINDING UP OR LIQUIDATION OF THE AFFAIRS OF THE GRANTOR OR THE GRANTOR TRUST UNDER A FEDERAL OR STATE BANKRUPTCY OR INSOLVENCY PROCEEDING. THE GRANTOR TRUST CERTIFICATEHOLDER BY ACCEPTING THE CERTIFICATE (OR INTEREST THEREIN) ACKNOWLEDGES THAT SUCH PERSON’S CERTIFICATE (OR INTEREST THEREIN) REPRESENTS BENEFICIAL INTERESTS IN THE GRANTOR TRUST ONLY AND DOES NOT REPRESENT INTERESTS IN OR OBLIGATIONS OF THE GRANTOR, THE SERVICER, THE ADMINISTRATOR, THE GRANTOR TRUST TRUSTEE, THE GRANTOR TRUST CERTIFICATE REGISTRAR, 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 GRANTOR TRUST AGREEMENT, THE CERTIFICATE OR THE OTHER TRANSACTION DOCUMENTS. EXCEPT AS EXPRESSLY PROVIDED IN THE TRANSACTION DOCUMENTS, NONE OF THE GRANTOR, THE SERVICER, THE GRANTOR TRUST CERTIFICATE REGISTRAR OR THE GRANTOR TRUST TRUSTEE IN THEIR RESPECTIVE INDIVIDUAL CAPACITIES, OR 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 DISTRIBUTION OF ANY AMOUNT WITH RESPECT TO THIS CERTIFICATE OR THE GRANTOR TRUST’S PERFORMANCE OF, OR OMISSION TO PERFORM, ANY OBLIGATIONS OR INDEMNIFICATIONS CONTAINED IN THIS GRANTOR TRUST CERTIFICATE, THE GRANTOR TRUST AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS, IT BEING EXPRESSLY UNDERSTOOD THAT THE GRANTOR TRUST CERTIFICATEHOLDER OBLIGATIONS HAVE BEEN MADE SOLELY BY THE GRANTOR TRUST. THE GRANTOR TRUST CERTIFICATEHOLDER BY THE ACCEPTANCE OF THE CERTIFICATE (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 GRANTOR TRUST CERTIFICATE, IT SHALL HAVE NO CLAIM AGAINST ANY OF THE FOREGOING PERSONS FOR ANY DEFICIENCY, LOSS OR CLAIM THEREFROM. IN THE EVENT THAT ANY OF THE FOREGOING COVENANTS OF THE GRANTOR TRUST CERTIFICATEHOLDER IS PROHIBITED BY, OR DECLARED ILLEGAL OR OTHERWISE UNENFORCEABLE AGAINST ANY SUCH GRANTOR TRUST CERTIFICATEHOLDER UNDER APPLICABLE LAW BY ANY COURT OR OTHER AUTHORITY OF COMPETENT JURISDICTION, AND, AS A RESULT, THE GRANTOR TRUST CERTIFICATEHOLDER IS DEEMED TO HAVE AN INTEREST IN ANY ASSETS OF THE GRANTOR OR ANY AFFILIATE OF THE GRANTOR OTHER THAN THE GRANTOR TRUST, THE GRANTOR TRUST CERTIFICATEHOLDER 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. evidencing a fractional undivided Percentage Interest in the Grantor Trust, as defined below, the property of which includes a pool of retail instalment contracts and direct purchase money loans secured by new or used automobiles and light trucks and sold to the Grantor Trust by Carvana Auto Receivables Trust 2024-P2. (This Certificate does not represent an interest in or obligation of Carvana Receivables Auto Receivables Trust 2024-P2 or any of its respective affiliates, except to the extent described in the Transaction Documents.) THIS CERTIFIES THAT CARVANA AUTO RECEIVABLES TRUST 2024-P2 is the registered owner of a nonassessable, fully-paid fractional undivided Percentage Interest in Carvana Auto Receivables Grantor Trust 2024-P2 (the “Grantor Trust”) formed by Carvana Auto Receivables Trust 2024-P2, a Delaware statutory trust (the “Grantor”). The Issuer Grantor Trust was created pursuant to a trust agreement, dated as of August 31, 2023, as amended and restated as of the Closing Date (as so amended and restated, the “Grantor Trust Agreement”), between the Grantor and BNY Mellon Trust of Delaware, as grantor trust trustee (the “Grantor Trust Trustee”), a summary of certain of the pertinent provisions of which is set forth below. To the extent not otherwise defined herein, the capitalized terms used herein have the meanings assigned to them or incorporated by reference in the Grantor Trust Agreement. This certificate is a duly authorized issue of the certificate of the Grantor Trust (herein called the “Certificate”). This Certificate is issued under and is subject to the terms, provisions and conditions of the Grantor Trust Agreement, the terms of which are incorporated herein by reference and made a part hereof, to which Grantor Trust Agreement the holder of this Certificate by virtue of the acceptance hereof assents and by which such holder is bound. Under the Grantor Trust Agreement, there may be distributed to the Person in whose name this Certificate is registered monies pursuant to Articles V and VII of the Grantor Trust Agreement. The distributions in respect of this Certificate are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Grantor Trust with respect to this Certificate shall be responsible for ensuring that only Authorized Officers transmit applied in respect of this Certificate. No transfer of this Certificate shall be permitted if such Instructions to the Trustee transfer is effected through an established securities market or secondary market (or the Collateral Agent and that substantial equivalent thereof) within the Issuer and all Authorized Officers are solely responsible to safeguard the use and confidentiality meaning of applicable user and authorization codes, passwords and/or authentication keys upon receipt by the Issuer. Neither the Trustee nor the Collateral Agent shall be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s or the Collateral Agent’s reliance upon and compliance with such Instructions notwithstanding such directions conflict or are inconsistent with a subsequent written instruction. The Issuer agrees: (i) to assume all risks arising out Section 7704 of the use of Electronic Means to submit Instructions to Code and any regulation thereunder. It is the Trustee or the Collateral Agent, including without limitation the risk intent of the Trustee or Grantor, the Collateral Agent acting on unauthorized Instructions, and the risk of interception and misuse by third parties, subject, in each case, to Section 7.01(d); (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to the Grantor Trust Trustee and the Collateral Agent Grantor Trust Certificateholder that, for United States federal income tax purposes, the Grantor Trust shall be treated as a grantor trust. Except as otherwise required by appropriate taxing authorities, the Grantor and the Grantor Trust Certificateholder by acceptance of this Certificate agree to treat, and to take no action inconsistent with the treatment of, this Certificate for such tax purposes as interests in such an entity as described in the previous sentence. The Grantor Trust Certificateholder by its acceptance of this Certificate covenants and agrees that there may be more secure methods such Grantor Trust Certificateholder shall not (nor shall it join with or solicit another person to), prior to the date which is one year and one day after the termination of transmitting Instructions than the method(s) selected Grantor Trust and of each other trust heretofore formed by the Issuer; (iii) that Grantor, acquiesce, petition or otherwise invoke or cause the security procedures (if any) Grantor or the Grantor Trust to be followed invoke in connection with its transmission any court or governmental authority for the purpose of Instructions provide to it commencing or sustaining a commercially reasonable degree case against the Grantor or the Grantor Trust under any federal or State bankruptcy, insolvency, reorganization or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of protection in light the Grantor or the Grantor Trust or any substantial part of its particular needs and circumstances; and (iv) property, or ordering the winding up or liquidation of the affairs of the Grantor or the Grantor Trust under a federal or State bankruptcy or insolvency proceeding. Except as otherwise provided in the Grantor Trust Agreement, distributions on this Certificate shall be made as provided in the Grantor Trust Agreement by the Grantor Trust Trustee by wire transfer or check mailed to notify the Trustee and Grantor Trust Certificateholder without the Collateral Agent, as applicable, as promptly as practicable upon learning presentation or surrender of this Certificate or the making of any compromise or unauthorized use notation hereon. Except as otherwise provided in the Grantor Trust Agreement and notwithstanding the above, the final distribution on this Certificate shall be made after due notice by the Grantor Trust Trustee of the security procedures.pendency of such distribution and only upon presentation and surrender of this Certificate at the office maintained for such purpose by the Grantor Trust Trustee. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon shall have been executed by an authorized officer of the Grantor Trust Trustee by manual signature, this Certificate shall not entitle the holder hereof to any benefit under the Grantor Trust Agreement or the Servicing Agreement or be valid for any purpose. THIS CERTIFICATE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW THEREOF OR OF ANY OTHER JURISDICTION, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. IN WITNESS WHEREOF, the Grantor Trust Trustee, on behalf of the Grantor Tr

Electronic Means. The Owner Trustee and the Collateral Agent shall have the right to accept and act upon instructions, including funds transfer instructions (“Instructions”) given pursuant to to, and in accordance with, this Indenture Trust Agreement and related Transaction Documents and delivered to the Owner Trustee from an Authorized Officer of the instructing Party using Electronic Means; provided, however, that the Issuer any instructing Party shall provide to the Owner Trustee and the Collateral Agent an incumbency certificate listing officers Authorized Officers with the authority to provide such Instructions (“and containing specimen signatures of such Authorized Officers”), which incumbency certificate shall may be amended updated by the Issuer whenever a person is instructing Party from time to be added or deleted from the listing. If the Issuer elects to give the Trustee or the Collateral Agent Instructions using Electronic Means and the Trustee or the Collateral Agent, as applicable, in its discretion elects to act upon such Instructions, the Trustee’s or the Collateral Agent’s understanding of such Instructions shall be deemed controllingtime. The Issuer instructing Party understands and agrees that neither the Owner Trustee nor the Collateral Agent can cannot determine the identity of the actual sender of such Instructions and that the Owner Trustee and the Collateral Agent shall conclusively presume that directions that purport to have been sent by an Authorized Officer listed on the incumbency certificate provided to the Owner Trustee and the Collateral Agent have been sent by such Authorized Officer. The Issuer For the avoidance of doubt, the Owner Trustee shall not be responsible for ensuring that only Authorized Officers transmit such Instructions obligated to accept and act upon any instructions delivered to the Owner Trustee or using Electronic Means from any Person other than an Authorized Officer of the Collateral instructing Party. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective officers, hereunto duly authorized, as of the day and year first above written. BNY MELLON TRUST OF DELAWARE, as Owner Trustee By: /s/ ▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇ Title: Associate CARVANA RECEIVABLES DEPOSITOR LLC, as Depositor By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇ Title: Vice President, Secretary Acknowledged, Accepted and Agreed To By: CARVANA, LLC, as Administrator and Sponsor By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇ Title: Vice President, Secretary Acknowledged, Accepted and Agreed To By: as Certificate Registrar and Paying Agent and that the Issuer and all Authorized Officers are solely responsible to safeguard the use and confidentiality of applicable user and authorization codesBy: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Vice President NO. R- % PERCENTAGE INTEREST $[ ] CUSIP: [ ] [THIS [REGULATION S GLOBAL] [RULE 144A GLOBAL] CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, passwords and/or authentication keys upon receipt by the IssuerAS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES OR BLUE SKY LAWS OF ANY STATE IN THE UNITED STATES OR ANY FOREIGN SECURITIES LAWS. Neither the Trustee nor the Collateral Agent shall be liable for any lossesBY ITS ACCEPTANCE OF THIS [REGULATION S GLOBAL] [RULE 144A GLOBAL] CERTIFICATE (OR INTEREST HEREIN) THE HOLDER OF THIS [REGULATION S GLOBAL] [RULE 144A GLOBAL] CERTIFICATE (OR SUCH INTEREST) [IF, costs or expenses arising directly or indirectly from the Trustee’s or the Collateral Agent’s reliance upon and compliance with such Instructions notwithstanding such directions conflict or are inconsistent with a subsequent written instruction. The Issuer agrees: OTHER THAN THE DEPOSITOR OR ANY AFFILIATE OF THE DEPOSITOR,] IS DEEMED TO REPRESENT TO THE DEPOSITOR, THE CERTIFICATE REGISTRAR, AND THE OWNER TRUSTEE THAT IT IS [A NON-U.S. PERSON (AS DEFINED IN REGULATION S) WHO IS ALSO A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT AND ACQUIRED THIS REGULATION S CERTIFICATE OUTSIDE THE UNITED STATES IN ACCORDANCE WITH REGULATION S] [A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT AND IS ACQUIRING THIS RULE 144A GLOBAL CERTIFICATE (OR INTEREST HEREIN) FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS) OR AS A FIDUCIARY OR AGENT FOR OTHERS (WHICH OTHERS ALSO ARE QUALIFIED INSTITUTIONAL BUYERS).].] NO SALE, PLEDGE OR OTHER TRANSFER OF THIS [REGULATION S GLOBAL] [RULE 144A GLOBAL] CERTIFICATE (OR INTEREST HEREIN) MAY BE MADE BY ANY PERSON UNLESS EITHER (i) to assume all risks arising out [SUCH SALE IS MADE TO THE DEPOSITOR OR ANY AFFILIATE OF THE DEPOSITOR, (ii)] SUCH SALE, PLEDGE OR OTHER TRANSFER IS MADE TO A PERSON WHOM THE TRANSFEROR REASONABLY BELIEVES [AFTER DUE INQUIRY] IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A), ACTING FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS) OR AS A FIDUCIARY OR AGENT FOR OTHERS (WHICH OTHERS ALSO ARE “QUALIFIED INSTITUTIONAL BUYERS”) TO WHOM NOTICE IS GIVEN THAT THE SALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, [(ii)][(iii)] SUCH SALE, PLEDGE OR OTHER TRANSFER OCCURS OUTSIDE OF THE UNITED STATES TO A NON-U.S. PERSON WHO IS ALSO A QUALIFIED INSTITUTIONAL BUYER IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S OF THE SECURITIES ACT AND THAT PERSON DELIVERS ANY NECESSARY CERTIFICATIONS PURSUANT TO THE TERMS OF THE TRUST AGREEMENT, OR [(iii)][(iv)] SUCH SALE, PLEDGE OR OTHER TRANSFER IS OTHERWISE MADE IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, IN WHICH CASE, IN THE EVENT THE CERTIFICATES ARE DEFINITIVE CERTIFICATES, (A) THE CERTIFICATE REGISTRAR SHALL REQUIRE THAT BOTH THE PROSPECTIVE TRANSFEROR AND THE PROSPECTIVE TRANSFEREE CERTIFY TO THE OWNER TRUSTEE AND THE ADMINISTRATOR IN WRITING THE FACTS SURROUNDING SUCH TRANSFER, WHICH CERTIFICATION SHALL BE IN FORM AND SUBSTANCE SATISFACTORY TO THE OWNER TRUSTEE AND THE ADMINISTRATOR, AND (B) THE CERTIFICATE REGISTRAR SHALL REQUIRE A WRITTEN OPINION OF COUNSEL (WHICH SHALL NOT BE AT THE EXPENSE OF THE DEPOSITOR, THE ADMINISTRATOR, THE SERVICER, THE TRUST, THE CERTIFICATE REGISTRAR, THE GRANTOR TRUST TRUSTEE OR THE OWNER TRUSTEE OR ANY OTHER PROVIDER OF SERVICES TO THE TRUST) SATISFACTORY TO THE ADMINISTRATOR TO THE EFFECT THAT SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES ACT. THIS [REGULATION S GLOBAL] [RULE 144A GLOBAL] CERTIFICATE (OR AN INTEREST HEREIN) MAY NOT BE ACQUIRED WITH THE ASSETS OF OR HELD BY OR FOR THE ACCOUNT OF (1) AN “EMPLOYEE BENEFIT PLAN,” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), THAT IS SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA, (2) A “PLAN” AS DEFINED IN AND SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR (3) ANY ENTITY OR ACCOUNT WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT BY AN EMPLOYEE BENEFIT PLAN OR PLAN IN SUCH ENTITY OR ACCOUNT (EACH, A “BENEFIT PLAN INVESTOR”) OTHER THAN AN “INSURANCE COMPANY GENERAL ACCOUNT,” AS DEFINED IN PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 (“PTCE 95-60”), WHOSE UNDERLYING ASSETS INCLUDE LESS THAN 25% “PLAN ASSETS” OF BENEFIT PLAN INVESTORS, WHO IS NOT AND IS NOT AN AFFILIATE OF A PERSON THAT HAS DISCRETIONARY AUTHORITY OR CONTROL WITH RESPECT TO THE ASSETS OF THE TRUST OR PROVIDES INVESTMENT ADVICE FOR A FEE (DIRECT OR INDIRECT) WITH RESPECT TO THE ASSETS OF THE TRUST, AND FOR WHICH THE ACQUISITION AND HOLDING OF CERTIFICATES IS ELIGIBLE AND SATISFIES ALL CONDITIONS FOR RELIEF UNDER PTCE 95-60. THIS [REGULATION S GLOBAL] [RULE 144A GLOBAL] CERTIFICATE (OR AN INTEREST HEREIN) ALSO MAY NOT BE ACQUIRED WITH THE ASSETS OF OR HELD BY OR FOR THE ACCOUNT OF ANY 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”) IF SUCH ACQUISITION OR HOLDING WOULD RESULT IN A VIOLATION OF ANY SIMILAR LAW. EACH HOLDER OF THIS [REGULATION S GLOBAL] [RULE 144A GLOBAL] CERTIFICATE, BY ACCEPTING THIS [REGULATION S GLOBAL] [RULE 144A GLOBAL] CERTIFICATE, WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT IT IS NOT SUBJECT TO THE FOREGOING LIMITATIONS AND, IF REQUESTED TO DO SO BY THE DEPOSITOR, SUCH PERSON SHALL EXECUTE AND DELIVER TO THE OWNER TRUSTEE AND THE CERTIFICATE REGISTRAR AN UNDERTAKING LETTER TO SUCH EFFECT IN THE FORM SPECIFIED IN THE TRUST AGREEMENT. THE HOLDER OF THIS [REGULATION S GLOBAL][RULE 144A GLOBAL] CERTIFICATE ACKNOWLEDGES AND AGREES THAT ITS RIGHTS TO RECEIVE DISTRIBUTIONS IN RESPECT OF THIS [REGULATION S GLOBAL][RULE 144A GLOBAL] CERTIFICATE ARE SUBORDINATED TO THE RIGHTS OF THE NOTEHOLDERS AS AND TO THE EXTENT DESCRIBED IN THE INDENTURE. IT IS THE INTENT OF THE DEPOSITOR, THE OWNER TRUSTEE AND THE CERTIFICATEHOLDERS THAT, FOR UNITED STATES FEDERAL INCOME TAX PURPOSES, THE TRUST SHALL BE TREATED AS A GRANTOR TRUST. EXCEPT AS OTHERWISE REQUIRED BY APPROPRIATE TAXING AUTHORITIES, THE DEPOSITOR AND THE OTHER CERTIFICATEHOLDERS BY ACCEPTANCE OF THIS [REGULATION S GLOBAL][RULE 144A GLOBAL] CERTIFICATE AGREE TO TREAT, AND TO TAKE NO ACTION INCONSISTENT WITH THE TREATMENT OF, THE CERTIFICATES FOR SUCH TAX PURPOSES AS INTERESTS IN SUCH AN ENTITY AS DESCRIBED IN THE PREVIOUS SENTENCE. EACH CERTIFICATEHOLDER 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) THAT HOLDS ANY NOTES 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 TRUST. EACH CERTIFICATEHOLDER, 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 CERTIFICATE. EACH CERTIFICATEHOLDER OR BENEFICIAL OWNER OF A CERTIFICATE, 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 CERTIFICATES, OTHER INTEREST (DIRECT OR INDIRECT) IN THE TRUST, 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 CERTIFICATE 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 DOES NOT AND WILL NOT BENEFICIALLY OWN A CERTIFICATE (OR ANY BENEFICIAL INTEREST THEREIN) IN AN AMOUNT THAT IS LESS THAN THE MINIMUM DENOMINATION FOR SUCH CERTIFICATE. EACH CERTIFICATEHOLDER OR BENEFICIAL OWNER OF A CERTIFICATE REPRESENTS AND AGREES THAT NO TRANSFER OF A CERTIFICATE SHALL BE PERMITTED IF SUCH TRANSFER IS EFFECTED THROUGH AN ESTABLISHED SECURITIES MARKET OR SECONDARY MARKET (OR THE SUBSTANTIAL EQUIVALENT THEREOF) WITHIN THE MEANING OF SECTION 7704 OF THE CODE AND ANY REGULATION THEREUNDER. EACH CERTIFICATEHOLDER OR BENEFICIAL OWNER OF A CERTIFICATE 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 TRUST TO BECOME TAXABLE AS A CORPORATION FOR U.S. FEDERAL INCOME TAX PURPOSES. EACH CERTIFICATEHOLDER AGREES THAT ANY PURPORTED TRANSFER OF ANY CERTIFICATE OR ANY BENEFICIAL INTEREST IN A CERTIFICATE THAT IS NOT MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE TRUST AGREEMENT WILL BE NULL AND VOID FROM THE BEGINNING AND WILL NOT BE GIVEN EFFECT FOR ANY PURPOSE THEREUNDER. IF AT ANY TIME, THE TRUST DETERMINES OR IS NOTIFIED THAT A PURPORTED PURCHASER OR TRANSFEREE OF SUCH CERTIFICATE OR BENEFICIAL INTEREST IN SUCH CERTIFICATE WAS IN BREACH, AT THE TIME GIVEN, OF ANY OF THE REPRESENTATIONS SET FORTH IN THE TRUST AGREEMENT, THE TRUST AND THE OWNER TRUSTEE MAY CONSIDER THE ACQUISITION OF THIS CERTIFICATE OR SUCH INTEREST IN SUCH CERTIFICATE VOID AND REQUIRE THAT THIS CERTIFICATE OR SUCH INTEREST HEREIN BE TRANSFERRED TO A PERSON DESIGNATED BY THE TRUST. EACH CERTIFICATEHOLDER OR CERTIFICATE OWNER BY ITS ACCEPTANCE OF THIS CERTIFICATE (OR AN INTEREST HEREIN) COVENANTS AND AGREES THAT SUCH CERTIFICATEHOLDER OR CERTIFICATE OWNER SHALL NOT (NOR SHALL IT JOIN WITH OR SOLICIT ANOTHER PERSON TO), PRIOR TO THE DATE WHICH IS ONE YEAR AND ONE DAY AFTER THE TERMINATION OF THE TRUST AND OF EACH OTHER TRUST HERETOFORE FORMED BY THE DEPOSITOR, ACQUIESCE, PETITION OR OTHERWISE INVOKE OR CAUSE THE DEPOSITOR OR THE TRUST TO INVOKE IN ANY COURT OR GOVERNMENTAL AUTHORITY FOR THE PURPOSE OF COMMENCING OR SUSTAINING A CASE AGAINST THE DEPOSITOR OR THE TRUST UNDER ANY FEDERAL OR STATE BANKRUPTCY, INSOLVENCY, REORGANIZATION OR SIMILAR LAW OR APPOINTING A RECEIVER, LIQUIDATOR, ASSIGNEE, TRUSTEE, CUSTODIAN, SEQUESTRATOR OR OTHER SIMILAR OFFICIAL OF THE DEPOSITOR OR THE TRUST OR ANY SUBSTANTIAL PART OF ITS PROPERTY, OR ORDERING THE WINDING UP OR LIQUIDATION OF THE AFFAIRS OF THE DEPOSITOR OR THE TRUST UNDER A FEDERAL OR STATE BANKRUPTCY OR INSOLVENCY PROCEEDING. EACH CERTIFICATEHOLDER OR CERTIFICATE OWNER BY ACCEPTING A CERTIFICATE (OR ANY INTEREST HEREIN) ACKNOWLEDGES THAT SUCH PERSON’S CERTIFICATE (OR INTEREST THEREIN) REPRESENTS BENEFICIAL INTERESTS IN THE TRUST ONLY AND DOES NOT REPRESENT INTERESTS IN OR OBLIGATIONS OF THE DEPOSITOR, THE SERVICER, THE ADMINISTRATOR, THE OWNER TRUSTEE, THE CERTIFICATE REGISTRAR, 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 TRUST AGREEMENT, THE CERTIFICATES OR THE OTHER TRANSACTION DOCUMENTS. EXCEPT AS EXPRESSLY PROVIDED IN THE TRANSACTION DOCUMENTS, NONE OF THE DEPOSITOR, THE SERVICER, THE CERTIFICATE REGISTRAR OR THE OWNER TRUSTEE IN THEIR RESPECTIVE INDIVIDUAL CAPACITIES, OR 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 DISTRIBUTION OF ANY AMOUNT WITH RESPECT TO THE CERTIFICATES OR THE TRUST’S PERFORMANCE OF, OR OMISSION TO PERFORM, ANY OBLIGATIONS OR INDEMNIFICATIONS CONTAINED IN THE CERTIFICATES, THE TRUST AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS, IT BEING EXPRESSLY UNDERSTOOD THAT SUCH CERTIFICATEHOLDER OBLIGATIONS HAVE BEEN MADE SOLELY BY THE TRUST. EACH CERTIFICATEHOLDER BY THE ACCEPTANCE OF THIS CERTIFICATE (OR BENEFICIAL INTEREST HEREIN) AGREES THAT EXCEPT AS EXPRESSLY PROVIDED IN THE TRANSACTION DOCUMENTS, IN THE EVENT OF NONPAYMENT OF ANY AMOUNTS WITH RESPECT TO THE CERTIFICATES, IT SHALL HAVE NO CLAIM AGAINST ANY OF THE FOREGOING PERSONS FOR ANY DEFICIENCY, LOSS OR CLAIM THEREFROM. IN THE EVENT THAT ANY OF THE FOREGOING COVENANTS OF EACH CERTIFICATEHOLDER AND CERTIFICATE OWNER IS PROHIBITED BY, OR DECLARED ILLEGAL OR OTHERWISE UNENFORCEABLE AGAINST ANY SUCH CERTIFICATEHOLDER OR CERTIFICATE OWNER UNDER APPLICABLE LAW BY ANY COURT OR OTHER AUTHORITY OF COMPETENT JURISDICTION, AND, AS A RESULT, A CERTIFICATEHOLDER OR CERTIFICATE OWNER IS DEEMED TO HAVE AN INTEREST IN ANY ASSETS OF THE DEPOSITOR OR ANY AFFILIATE OF THE DEPOSITOR OTHER THAN THE TRUST, EACH CERTIFICATEHOLDER AND CERTIFICATE OWNER 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. [UNLESS THIS [REGULATION S GLOBAL] [RULE 144A GLOBAL] CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUST OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY [REGULATION S GLOBAL] [RULE 144A GLOBAL] CERTIFICATE 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.] evidencing a fractional undivided Percentage Interest in the Trust, as defined below, the property of the use which includes a pool of Electronic Means to submit Instructions retail instalment contracts and direct purchase money loans secured by new or used automobiles and light trucks and sold to the Trustee or the Collateral Agent, including without limitation the risk of the Trustee or the Collateral Agent acting on unauthorized Instructions, and the risk of interception and misuse Trust by third parties, subject, in each case, to Section 7.01(d); Carvana Receivables Depositor LLC. (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to the Trustee and the Collateral Agent and that there may be more secure methods of transmitting Instructions than the method(s) selected by the Issuer; (iii) that the security procedures (if any) to be followed in connection with its transmission of Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances; and (iv) to notify the Trustee and the Collateral Agent, as applicable, as promptly as practicable upon learning of any compromise or unauthorized use of the security procedures.This [Regulation S Global][Rule 144A Globa