Common use of Status of Collateral Clause in Contracts

Status of Collateral. The Collateral is held by Dealership in trust for each of the Ally Parties. The Collateral must be and shall remain free from all confiscations, assessments, forfeitures, loss, destruction, impairment, tax liens and other liens, security interests, pledges, claims, and encumbrances except for: (a) the Security Interest arising under this Agreement or other agreements with the Ally Parties, or as otherwise contemplated by this Agreement or such other agreements with the Ally Parties; (b) non-consensual statutory liens resulting from deposits made in the ordinary course of business in connection with workers compensation, unemployment insurance, social security, and other similar laws; (c) security interests and liens incurred pursuant to or arising under (A) any Second Priority Debt Document (as defined in the Intercreditor Agreement (as defined in the Consent)), or (B) any Additional Senior Debt Document (as defined in the Intercreditor Agreement) (the Second Priority Debt Documents and the Additional Senior Debt Documents are collectively, the “Junior Debt Documents”) in each case, subject to the terms of the Consent (as defined below); provided that (i) such security interests and liens under (A) and (B) above are prohibited until (1) Dealership and the Ally Parties have executed that certain Consent and Agreement Relating to Additional Liens, dated as of September 1, 2023 (the “Consent”, which Consent sets forth the Ally Parties’ consent to the Transactions (as defined in the Consent)) and (2) the Consent is effective in accordance with the terms thereof and (ii) notwithstanding anything to the contrary in this Agreement, any Second Priority Debt Document, or Additional Senior Debt Document (whether or not in effect as of the date of the IFSA Amendment (as defined in the Consent)), both (x) the aggregate principal amount of obligations (inclusive of any premiums, fees and/or other similar amounts) under all Second Priority Debt Documents and Additional Senior Debt Documents (such amount, the “Junior Debt”) will not exceed $6.125 billion (plus the accrual of interest, the accretion of accreted value, and the payment of interest in the form of additional indebtedness capitalized to the outstanding aggregate principal amount of such Junior Debt (e.g., interest paid in-kind) (collectively, “PIK Interest”)) and (y) any Junior Debt (I) will be expressly subject to the terms and conditions of the Intercreditor Agreement and (II) immediately before and immediately after giving effect such issuance or other extension of credit in connection with such indebtedness, no Default has occurred or is continuing; (d) other security interests and/or liens to which each of the Ally Parties specifically consents in writing; (e) liens with respect to outstanding motor vehicle fines and liens imposed by law, including carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, construction contractors’ or other like liens, in each case for sums not yet overdue for a period of more than 60 days or that are bonded or being contested in good faith by appropriate proceedings; (f) landlord’s liens for sums not yet overdue; (g) liens for taxes, assessments or governmental charges which are not overdue for a period of more than 60 days or which are being contested in good faith by appropriate proceedings; provided that appropriate reserves required pursuant to GAAP (or other applicable accounting principles) have been made in respect thereof; (h) licenses and sublicenses of intellectual property rights entered into in the ordinary course of business and not interfering in any material respect with the ordinary conduct of the business of Dealership; (i) liens on the Controlled Accounts in favor of the depository institution holding such Controlled Accounts, which liens have been subordinated to the liens of the Ally Parties; (j) non-consensual liens securing or otherwise arising out of judgments, decrees, attachments, orders, or awards, with each such lien not arising from a final judgment in excess of $1.0 million and which all such liens outstanding at any given time in the aggregate do not exceed $10.0 million, so long as (i) any appropriate legal proceedings which may have been fully initiated for the review of such judgment, decree, attachment, order, or award have not been finally terminated, (ii) the period within which such proceedings may be initiated has not expired, or (iii) no more than 60 days have passed after (A) such judgment, decree, attachment, order, or award has become final or (B) such period within which such proceedings may be initiated has expired; and (k) Interests of consignors in vehicles that have been consigned to Dealership (the “Consigned Vehicles”), provided such consignors have: (i) filed UCC financing statements against Dealership specific to such Consigned Vehicles, (ii) sent written consignment notices to the Ally Parties, and (iii) otherwise complied with all requirements of the UCC for a consignor to protect its interest in consigned inventory. The grant of the Security Interest and the execution of any document, instrument, promissory note, or the like, in connection with it or the Obligations do not constitute payment or performance of any of the Obligations, except to the extent of actual, indefeasible payment of the Obligations from the realization by Dealership or the Ally Parties of the Collateral or otherwise. Except as otherwise agreed to by the parties, the Security Interest continues to the full extent provided in this Agreement until all Obligations are fully and indefeasibly paid and performed, even if the Credit Line is from time to time modified, suspended, or terminated and reestablished.”

Status of Collateral. The With respect to Collateral is held by Dealership in trust for of any Loan Party at the time the Collateral becomes subject to the Agent's Lien, each of the Ally Parties. The Collateral must be Loan Party covenants, represents and shall remain free from all confiscations, assessments, forfeitures, loss, destruction, impairment, tax liens and other liens, security interests, pledges, claims, and encumbrances except for: warrants: (a) such Loan Party shall be the Security Interest arising under this Agreement or other agreements with sole owner, free and clear of all Liens (except for the Ally PartiesLiens granted in the favor of the Agent for the benefit of the Lenders and Permitted Liens), or as otherwise contemplated by this Agreement or such other agreements with the Ally Parties; and shall be fully authorized to sell, transfer, pledge and/or grant a security interest in each and every item of said Collateral; (b) non-consensual statutory liens resulting from deposits [Intentionally Omitted]; (c) none of the transactions underlying or giving rise to any Material Contract shall violate any applicable state or federal laws or regulations, except for technical violations or those where a violation would be of de minimus effect, and all documents relating thereto shall be legally sufficient under such laws or regulations and shall be legally enforceable by the Loan Party that is a party thereto in accordance with their terms; (d) no agreement under which any deduction or offset of any kind, may be granted or shall have been made by such Loan Party at or before the time such Material Contract is created; (e) all agreements, instruments and other documents relating to any Material Contract shall be true and correct and in all material respects what they purport to be; (f) all signatures and endorsements that appear on all material agreements, instruments and other documents relating to any Material Contract shall be genuine and all signatories and endorsers shall have full capacity to contract; (g) such Loan Party shall maintain books and records pertaining to said Collateral in such detail, form and scope as the ordinary course of business Agent shall reasonably require; and (h) if any amount payable under or in connection with workers compensationany Material Contract (other than with respect to Excluded Debt, unemployment insurance, social security, and other similar laws; (c) security interests and liens incurred pursuant to or arising under (A) any Second Priority Debt Document (as defined in the Intercreditor Agreement (as defined in the Consent)), or (B) any Additional Senior Debt Document (as defined in the Intercreditor Pledge Agreement) (the Second Priority Debt Documents is evidenced by a promissory note or other instrument, such promissory note or instrument shall be immediately pledged, endorsed, assigned and the Additional Senior Debt Documents are collectively, the “Junior Debt Documents”) in each case, subject delivered to the terms Agent for the benefit of the Consent (Lenders as defined below); provided that (i) such security interests and liens under (A) and (B) above are prohibited until (1) Dealership and the Ally Parties have executed that certain Consent and Agreement Relating to Additional Liens, dated as of September 1, 2023 (the “Consent”, which Consent sets forth the Ally Parties’ consent to the Transactions (as defined in the Consent)) and (2) the Consent is effective in accordance with the terms thereof and (ii) notwithstanding anything to the contrary in this Agreement, any Second Priority Debt Document, or Additional Senior Debt Document (whether or not in effect as of the date of the IFSA Amendment (as defined in the Consent)), both (x) the aggregate principal amount of obligations (inclusive of any premiums, fees and/or other similar amounts) under all Second Priority Debt Documents and Additional Senior Debt Documents (such amount, the “Junior Debt”) will not exceed $6.125 billion (plus the accrual of interest, the accretion of accreted value, and the payment of interest in the form of additional indebtedness capitalized to the outstanding aggregate principal amount of such Junior Debt (e.g., interest paid in-kind) (collectively, “PIK Interest”)) and (y) any Junior Debt (I) will be expressly subject to the terms and conditions of the Intercreditor Agreement and (II) immediately before and immediately after giving effect such issuance or other extension of credit in connection with such indebtedness, no Default has occurred or is continuing; (d) other security interests and/or liens to which each of the Ally Parties specifically consents in writing; (e) liens with respect to outstanding motor vehicle fines and liens imposed by law, including carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, construction contractors’ or other like liens, in each case for sums not yet overdue for a period of more than 60 days or that are bonded or being contested in good faith by appropriate proceedings; (f) landlord’s liens for sums not yet overdue; (g) liens for taxes, assessments or governmental charges which are not overdue for a period of more than 60 days or which are being contested in good faith by appropriate proceedings; provided that appropriate reserves required pursuant to GAAP (or other applicable accounting principles) have been made in respect thereof; (h) licenses and sublicenses of intellectual property rights entered into in the ordinary course of business and not interfering in any material respect with the ordinary conduct of the business of Dealership; (i) liens on the Controlled Accounts in favor of the depository institution holding such Controlled Accounts, which liens have been subordinated to the liens of the Ally Parties; (j) non-consensual liens securing or otherwise arising out of judgments, decrees, attachments, orders, or awards, with each such lien not arising from a final judgment in excess of $1.0 million and which all such liens outstanding at any given time in the aggregate do not exceed $10.0 million, so long as (i) any appropriate legal proceedings which may have been fully initiated for the review of such judgment, decree, attachment, order, or award have not been finally terminated, (ii) the period within which such proceedings may be initiated has not expired, or (iii) no more than 60 days have passed after (A) such judgment, decree, attachment, order, or award has become final or (B) such period within which such proceedings may be initiated has expired; and (k) Interests of consignors in vehicles that have been consigned to Dealership (the “Consigned Vehicles”), provided such consignors have: (i) filed UCC financing statements against Dealership specific to such Consigned Vehicles, (ii) sent written consignment notices to the Ally Parties, and (iii) otherwise complied with all requirements of the UCC for a consignor to protect its interest in consigned inventory. The grant of the Security Interest and the execution of any document, instrument, promissory note, or the like, in connection with it or the Obligations do not constitute payment or performance of any of the Obligations, except to the extent of actual, indefeasible payment of the Obligations from the realization by Dealership or the Ally Parties of the Collateral or otherwise. Except as otherwise agreed to by the parties, the Security Interest continues to the full extent provided in this Agreement until all Obligations are fully and indefeasibly paid and performed, even if the Credit Line is from time to time modified, suspended, or terminated and reestablishedCollateral.”

Status of Collateral. The Collateral is held by Dealership in trust Each Pledgor hereby represents, warrants and covenants to the Administrative Agent for each the benefit of the Ally Secured Parties. The , with respect to itself and the Collateral must be and shall remain free from all confiscationsas to which it has or acquires any interest, assessments, forfeitures, loss, destruction, impairment, tax liens and other liens, security interests, pledges, claims, and encumbrances except forthat: (a) the Security Interest arising under this Agreement or other agreements with the Ally Parties, or as otherwise contemplated by this Agreement or such other agreements with the Ally Parties; (b) non-consensual statutory liens resulting from deposits made in the ordinary course of business in connection with workers compensation, unemployment insurance, social security, and other similar laws; (c) security interests and liens incurred pursuant to or arising under (A) any Second Priority Debt Document (as defined in the Intercreditor Agreement (as defined in the Consent)), or (B) any Additional Senior Debt Document (as defined in the Intercreditor Agreement) (the Second Priority Debt Documents and the Additional Senior Debt Documents are collectively, the “Junior Debt Documents”) in each case, subject to the terms All of the Consent (as defined below); provided that (i) such security interests and liens under (A) and (B) above are prohibited until (1) Dealership and the Ally Parties have executed that certain Consent and Agreement Relating to Additional LiensPledged Equity are, dated as of September 1, 2023 (the “Consent”, which Consent sets forth the Ally Parties’ consent to the Transactions (as defined in the Consent)) and (2) the Consent is effective in accordance with the terms thereof and (ii) notwithstanding anything to the contrary in this Agreement, any Second Priority Debt Document, or Additional Senior Debt Document (whether or not in effect as of the date of the IFSA Amendment execution of this Pledge Agreement or Pledge Joinder Agreement by each Pledgor pledging such Pledged Equity (such date as defined in the Consent)applicable with respect to each Pledgor, its “Applicable Date”), both and shall at all times thereafter (xi) be validly issued and outstanding, fully paid and non-assessable and (ii) constitute all of the aggregate principal amount issued and outstanding Pledged Equity of obligations each Pledged Entity. All of the Pledged Equity are accurately described on Schedule 1(a)(iv). (inclusive b) The Pledgor is as at its Applicable Date and shall at all times thereafter (subject to dispositions permitted under the Credit Agreement) be the sole registered and record and beneficial owner of the Collateral, free and clear of all Liens, charges, equities, options, hypothecations, encumbrances and restrictions on pledge or transfer, including transfer of voting rights (other than the pledge hereunder and applicable restrictions pursuant to federal and state and applicable foreign securities laws). Without limiting the foregoing, the Pledged Equity are not and will not be subject to any premiumsvoting trust, fees and/or shareholders agreement, right of first refusal (other than the ▇▇▇▇▇-▇▇▇▇▇▇ Right of First Refusal), voting proxy, power of attorney or other similar amountsarrangement (other than the rights hereunder in favor of the Administrative Agent). (c) under all Second Priority Debt Documents and Additional Senior Debt Documents At no time shall any Pledged Equity (such amount, the “Junior Debt”i) will not exceed $6.125 billion (plus the accrual of interest, the accretion of accreted value, and the payment of interest be held or maintained in the form of additional indebtedness capitalized a security entitlement or credited to any securities account and (ii) which constitute a “security” (or as to which the related Pledged Entity has elected to have treated as a “security”) under Article 8 of the Uniform Commercial Code of the State of or of any other jurisdiction whose laws may govern (the “UCC”) be maintained in the form of uncertificated securities. With respect to Pledged Equity that are “securities” under the UCC, or as to which the issuer has elected at any time to have such interests treated as “securities” under the UCC, such Pledged Equity are, and shall at all times be, represented by the share certificates listed on Schedule 1(a)(iv) hereto, which share certificates, with stock powers duly executed in blank by the Pledgor, have (subject to Section 1(g)) been delivered to the outstanding aggregate principal amount Administrative Agent (or, in the case of stock powers delivered prior to a Collateral Trigger, the Escrow Agent) or are being delivered to the Administrative Agent (or, in the case of stock powers delivered prior to a Collateral Trigger, the Escrow Agent) simultaneously herewith or, in the case of Additional Interests as defined in Section 21, shall be delivered pursuant to Section 21. In addition, the Pledgor has at its Applicable Date delivered to the Administrative Agent (or has previously delivered to the Administrative Agent or, in case of Additional Interests shall deliver pursuant to Section 21) Uniform Commercial Code financing statements (or appropriate amendments thereto) duly executed (if necessary) by or on behalf of the Pledgor as “debtor” and naming the Administrative Agent for the benefit of the Secured Parties as “secured party,” in form, substance and number sufficient in the reasonable opinion of the Administrative Agent to be filed in all UCC filing offices and in all jurisdictions in which filing is necessary or advisable to perfect in favor of the Administrative Agent for the benefit of the Secured Parties the Lien on the Collateral, together with all required filing fees. Without limiting the foregoing provisions of this Section 2(c), with respect to any Collateral issued by any first-tier Foreign Subsidiary, Pledgor shall deliver or cause to be delivered, (i) in addition to or in substitution for all or any of the foregoing items, as the Administrative Agent may elect, such other instruments, certificates, agreements, notices, filings, and other documents, and take or cause to be taken such other action, as the Administrative Agent may determine to be necessary or advisable under the laws of the jurisdiction of formation of such Junior Debt first-tier Foreign Subsidiary, to grant, perfect and protect as a first priority lien in such Collateral in favor of the Administrative Agent for the benefit of the Secured Parties, and (e.g.ii) an opinion of counsel acceptable in form and substance to the Administrative Agent issued by a law firm acceptable to the Administrative Agent licensed to practice law in such foreign jurisdiction, interest paid in-kind) (collectivelyaddressing with respect to such Collateral the matters described in Sections 4.1(c), “PIK Interest”)5.10(b) and (y5.11(a)(i) any Junior Debt (I) will be expressly subject to the terms and conditions of the Intercreditor Agreement and (II) immediately before and immediately after giving effect such issuance or other extension of credit in connection with such indebtedness, no Default has occurred or is continuing;Credit Agreement. (d) other security interests and/or liens It has full corporate power, legal right and lawful authority to which each of execute this Pledge Agreement (and any Pledge Joinder Agreement applicable to it) and to pledge, assign and transfer the Ally Parties specifically consents Collateral in writing;the manner and form hereof. (e) liens The pledge and assignment to the Administrative Agent for the benefit of the Secured Parties pursuant to this Pledge Agreement (or any Pledge Joinder Agreement) creates or continues, as applicable, a valid security interest in the Collateral in favor of the Administrative Agent for the benefit of the Secured Parties, securing the payment of the Secured Obligations. Upon the delivery of the Collateral (along with respect undated stock powers or endorsements executed in blank, financing statements and other agreements referred to outstanding motor vehicle fines in Section 2(c) hereof) to the Administrative Agent for the benefit of the Secured Parties pursuant to this Pledge Agreement (or any Pledge Joinder Agreement), such security interest shall constitute a perfected first priority security interest in the Collateral in favor of the Administrative Agent for the benefit of the Secured Parties, securing the payment of the Secured Obligations assuming, in the case of the Pledged Equity which constitute certificated “securities” under the UCC and liens imposed “instruments” under the UCC, continuous and uninterrupted possession by lawor on behalf of the Administrative Agent. Except for filings and deliveries contemplated hereby, including carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, construction contractors’ no filing or other like liensaction will be necessary to perfect or protect such Liens. The Pledgor will defend the Secured Parties’ right, title and security interest in each case for sums not yet overdue for a period and to the Collateral against the claims and demands of more than 60 days or that are bonded or being contested in good faith by appropriate proceedings;all persons whomsoever. (f) landlordExcept as otherwise expressly provided herein pursuant to a disposition permitted under the Credit Agreement, none of the Collateral (nor any interest therein or thereto) shall be sold, transferred or assigned without the Administrative Agent’s liens prior written consent, which may be withheld for sums not yet overdue;any reason. (g) liens It shall at all times cause the Pledged Equity of such Pledgor that constitute “securities” (or as to which the issuer elects to have treated as “securities”) under the UCC to be represented by the certificates now and hereafter delivered to the Administrative Agent in accordance with Sections 1, 2 and 21 hereof and that it shall cause each of the Pledged Entities as to which it is the Pledgor not to issue any securities convertible into, or exchangeable or exercisable for, at any time during the term of this Pledge Agreement unless the Pledged Equity of such Pledge Subsidiary are issued solely to either (i) such Pledgor who shall immediately comply with Sections 2 and 21 hereof with respect to such property or (ii) the Borrower or another Guarantor who shall immediately pledge such additional securities to the Administrative Agent for taxes, assessments or governmental charges which are not overdue for a period the benefit of more than 60 days or which are being contested in good faith by appropriate proceedings; provided that appropriate reserves required the Secured Parties pursuant to GAAP (Section 21 or other applicable accounting principles23 hereof, as applicable, on substantially identical terms as are contained herein and deliver or cause to be delivered the appropriate documents described in Section 2(c) have been made hereof to the Administrative Agent and take such further actions as the Administrative Agent may deem necessary in respect thereof;order to perfect a first priority security interest in such securities. (h) licenses The exact legal name and sublicenses address, federal tax number and jurisdiction of intellectual property rights entered into formation, jurisdiction of formation identification number (if any), and location of the chief executive office of such Pledgor are (i) with respect to each Pledgor granting a Lien to the Administrative Agent under the Security Agreement on or prior to the date hereof, as specified on Schedule 7(f) to the Security Agreement, and (ii) with respect to each other Pledgor, as specified on Schedule 2(h) attached hereto. No Pledgor shall change its name, jurisdiction of formation (whether by reincorporation, merger or otherwise), or the location of its chief executive office, except upon giving not less than thirty (30) days’ prior written notice to the Administrative Agent and taking or causing to be taken all such action at such Pledgor’s expense as may be reasonably requested by the Administrative Agent to perfect or maintain the perfection of the Lien of the Administrative Agent in Collateral. (i) All of the Intercompany Notes are, as of each Pledgor’s Applicable Date, and shall at all times thereafter be (x) valid, binding and enforceable obligations of the obligor thereof owing to each applicable Pledgor, (y) evidenced by a written loan agreement, note or other writing, and (z) accurately described on Schedule 1(a)(ii). (j) Each Pledgor shall (i) furnish to the Administrative Agent from time to time at the Administrative Agent’s request, a current list identifying, in reasonable detail, each Intercompany Note of which such Pledgor is the obligee, payee or holder, (ii) deliver to the Administrative Agent the originals documentation evidencing all such Intercompany Notes, and (iii) deliver to the Administrative Agent (or, in the case of any delivery prior to a Collateral Trigger, the Escrow Agent) duly executed undated endorsements in blank affixed thereto and such other documentation and information as may be necessary to enable the Administrative Agent to realize upon the Intercompany Notes in accordance with their respective terms or transfer the Intercompany Notes as may be permitted under the Loan Documents or by applicable law. Other than in the ordinary course of business and not interfering in keeping with reasonable and customary practice, no Pledgor shall amend, modify, waive or terminate any provision of, or fail to exercise promptly and diligently each material right or remedy conferred under or in connection with, any Intercompany Note, in any case in such a manner as could reasonably be expected to have a material respect with the ordinary conduct of the business of Dealership; (i) liens adverse affect on the Controlled Accounts in favor value of the depository institution holding such Controlled Accounts, which liens have been subordinated to the liens of the Ally Parties; (j) non-consensual liens securing or otherwise arising out of judgments, decrees, attachments, orders, or awards, with each such lien not arising from a final judgment in excess of $1.0 million and which all such liens outstanding at any given time in the aggregate do not exceed $10.0 million, so long affected Intercompany Note as (i) any appropriate legal proceedings which may have been fully initiated for the review of such judgment, decree, attachment, order, or award have not been finally terminated, (ii) the period within which such proceedings may be initiated has not expired, or (iii) no more than 60 days have passed after (A) such judgment, decree, attachment, order, or award has become final or (B) such period within which such proceedings may be initiated has expired; and (k) Interests of consignors in vehicles that have been consigned to Dealership (the “Consigned Vehicles”), provided such consignors have: (i) filed UCC financing statements against Dealership specific to such Consigned Vehicles, (ii) sent written consignment notices to the Ally Parties, and (iii) otherwise complied with all requirements of the UCC for a consignor to protect its interest in consigned inventory. The grant of the Security Interest and the execution of any document, instrument, promissory note, or the like, in connection with it or the Obligations do not constitute payment or performance of any of the Obligations, except to the extent of actual, indefeasible payment of the Obligations from the realization by Dealership or the Ally Parties of the Collateral or otherwise. Except as otherwise agreed to by the parties, the Security Interest continues to the full extent provided in this Agreement until all Obligations are fully and indefeasibly paid and performed, even if the Credit Line is from time to time modified, suspended, or terminated and reestablishedcollateral.”

Status of Collateral. The Collateral is held by Dealership ▇▇▇▇▇▇▇ in trust for each of the Ally Parties. The Collateral must be and shall remain free from all confiscations, assessments, forfeitures, loss, destruction, impairment, tax liens and other liens, security interests, pledges, claims, and encumbrances except for: (a) the Security Interest arising under this Agreement or other agreements with the Ally Parties, or as otherwise contemplated by this Agreement or such other agreements with the Ally Parties; (b) non-consensual statutory liens resulting from deposits made in the ordinary course of business in connection with workers compensation, unemployment insurance, social security, and other similar laws; (c) security interests and liens incurred pursuant to or arising under (A) any Second Priority Debt Document (as defined in the First Lien/Second Lien Intercreditor Agreement Agreement, dated September 1, 2023, among Carvana, the Ally Parties, and U.S. Bank Trust Company, National Association (as defined in the Consent“Intercreditor Agreement”)), or (B) any Additional Senior Debt Document (as defined in the Intercreditor Agreement) (the Second Priority Debt Documents and the Additional Senior Debt Documents are collectively, the “Junior Debt Documents”) in each case, subject to the terms of the Consent (as defined below); provided that (i) such security interests and liens under (A) and (B) above are prohibited until (1) Dealership and the Ally Parties have executed that certain Consent and Agreement Relating to Additional Liens, dated as of September 1, 2023 (the “Consent”, which Consent sets forth the Ally Parties’ consent to the Transactions (as defined in the Consent)) and (2) the Consent is effective in accordance with the terms thereof and (ii) notwithstanding anything to the contrary in this Agreement, any Second Priority Debt Document, or Additional Senior Debt Document (whether or not in effect as of the date of the IFSA Amendment (as defined in the Consent)September 1, 2023), both (x) the aggregate principal amount of obligations (inclusive of any premiums, fees and/or other similar amounts) under all Second Priority Debt Documents and Additional Senior Debt Documents (such amount, the “Junior Debt”) will not exceed $6.125 billion (plus the accrual of interest, the accretion of accreted value, and the payment of interest in the form of additional indebtedness capitalized to the outstanding aggregate principal amount of such Junior Debt (e.g., interest paid in-kind) (collectively, “PIK Interest”)) and (y) any Junior Debt (I) will be expressly subject to the terms and conditions of the Intercreditor Agreement and (II) immediately before and immediately after giving effect such issuance or other extension of credit in connection with such indebtedness, no Default has occurred or is continuing; (d) other security interests and/or liens to which each of the Ally Parties specifically consents in writing; (e) liens with respect to outstanding motor vehicle fines and liens imposed by law, including carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, construction contractors’ or other like liens, in each case for sums not yet overdue for a period of more than 60 days or that are bonded or being contested in good faith by appropriate proceedings; (f) landlord’s liens for sums not yet overdue; (g) liens for taxes, assessments or governmental charges which are not overdue for a period of more than 60 days or which are being contested in good faith by appropriate proceedings; provided that appropriate reserves required pursuant to GAAP (or other applicable accounting principles) have been made in respect thereof; (h) licenses and sublicenses of intellectual property rights entered into in the ordinary course of business and not interfering in any material respect with the ordinary conduct of the business of Dealership▇▇▇▇▇▇▇; (i) liens on the Controlled Accounts in favor of the depository institution holding such Controlled Accounts, which liens have been subordinated to the liens of the Ally Parties; (j) non-consensual liens securing or otherwise arising out of judgments, decrees, attachments, orders, or awards, with each such lien not arising from a final judgment in excess of $1.0 million and which all such liens outstanding at any given time in the aggregate do not exceed $10.0 million, so long as (i) any appropriate legal proceedings which may have been fully initiated for the review of such judgment, decree, attachment, order, or award have not been finally terminated, (ii) the period within which such proceedings may be initiated has not expired, or (iii) no more than 60 days have passed after (A) such judgment, decree, attachment, order, or award has become final or (B) such period within which such proceedings may be initiated has expired; and (k) Interests of consignors in vehicles that have been consigned to Dealership Carvana (the “Consigned Vehicles”), provided such consignors have: (i) filed UCC financing statements against Dealership Carvana specific to such Consigned Vehicles, (ii) sent written consignment notices to the Ally Parties, and (iii) otherwise complied with all requirements of the UCC for a consignor to protect its interest in consigned inventory. The grant of the Security Interest and the execution of any document, instrument, promissory note, or the like, in connection with it or the Obligations do not constitute payment or performance of any of the Obligations, except to the extent of actual, indefeasible payment of the Obligations from the realization by Dealership ▇▇▇▇▇▇▇ or the Ally Parties of the Collateral or otherwise. Except as otherwise agreed to by the parties, the Security Interest continues to the full extent provided in this Agreement until all Obligations are fully and indefeasibly paid and performed, even if the Credit Line is from time to time modified, suspended, or terminated and reestablished.”

Status of Collateral. The Collateral is held by Dealership in trust for each of the Ally Parties. The Collateral must be and shall remain free from all confiscations, assessments, forfeitures, loss, destruction, impairment, tax liens and other liens, security interests, pledges, claims, and encumbrances except for: (a) The Premises and Improvements are not located in an area identified by the Security Interest arising under this Agreement or other agreements with the Ally PartiesSecretary of Housing and Urban Development, or any successor thereto, as otherwise contemplated by this Agreement an area having special flood hazards pursuant to the National Flood Insurance Act of 1968 or the Flood Disaster Protection Act of 1973, as amended, or any successor law, or, if located within any such other agreements with area, Debtor has obtained and will maintain the Ally Parties;insurance prescribed in Section 3.06 hereof. (b) non-consensual statutory liens resulting from deposits made in the ordinary course of business in connection with workers compensationDebtor has all necessary certificates, unemployment insurance, social securitylicenses, and other similar laws; (c) security interests approvals, governmental and liens incurred pursuant to or arising under (A) any Second Priority Debt Document (as defined in otherwise, necessary for the Intercreditor Agreement (as defined in operation of the Consent)), or (B) any Additional Senior Debt Document (as defined in the Intercreditor Agreement) (the Second Priority Debt Documents Premises and Improvements and the Additional Senior Debt Documents conduct of its business thereat, and all required zoning, building code, land use, environmental and other similar permits or approvals, all of which are collectively, the “Junior Debt Documents”) in each case, subject to the terms of the Consent (as defined below); provided that (i) such security interests full force and liens under (A) and (B) above are prohibited until (1) Dealership and the Ally Parties have executed that certain Consent and Agreement Relating to Additional Liens, dated as of September 1, 2023 (the “Consent”, which Consent sets forth the Ally Parties’ consent to the Transactions (as defined in the Consent)) and (2) the Consent is effective in accordance with the terms thereof and (ii) notwithstanding anything to the contrary in this Agreement, any Second Priority Debt Document, or Additional Senior Debt Document (whether or not in effect as of the date of the IFSA Amendment hereof and not subject to revocation, suspension, forfeiture, or modification. (as defined in the Consent)), both (xc) the aggregate principal amount of obligations (inclusive of any premiums, fees and/or other similar amounts) under all Second Priority Debt Documents The Premises and Additional Senior Debt Documents (such amount, the “Junior Debt”) will not exceed $6.125 billion (plus the accrual of interest, the accretion of accreted valueImprovements, and the payment of interest present and contemplated use and occupancy thereof, are in the form of additional indebtedness capitalized to the outstanding aggregate principal amount of such Junior Debt (e.g.full compliance with all applicable zoning ordinances, interest paid in-kind) (collectivelybuilding codes, “PIK Interest”)) land use, and (y) any Junior Debt (I) will be expressly subject to the terms environmental laws and conditions of the Intercreditor Agreement and (II) immediately before and immediately after giving effect such issuance or other extension of credit in connection with such indebtedness, no Default has occurred or is continuing;similar laws. (d) other security interests and/or liens To Debtor's actual knowledge neither Debtor nor, to which each Debtor's best knowledge, any tenant of the Ally Parties specifically consents in writing;Premises or the Improvements, or any other person, has stored or discharged on the Premises or the Improvements, whether with or without a permit, any hazardous or toxic wastes or substances. (e) liens with respect to outstanding motor vehicle fines The Premises and liens imposed Improvements are served by law, including carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, construction contractors’ or other like liens, in each case all utilities required for sums not yet overdue for a period of more than 60 days or that are bonded or being contested in good faith by appropriate proceedings;the contemplated use thereof. (f) landlord’s liens All public roads and streets necessary to serve the Premises and Improvements for sums not yet overdue;the contemplated use thereof have been completed, are serviceable, and have been dedicated to and formally accepted by the appropriate governmental entities. (g) liens for taxes, assessments or governmental charges which are not overdue for a period of more than 60 days or which are being contested in good faith The Collateral is free from damage caused by appropriate proceedings; provided that appropriate reserves required pursuant to GAAP (fire or other applicable accounting principles) have been made in respect thereof;casualty. (h) licenses All costs and sublicenses expenses of intellectual property rights entered into any and all labor, materials, supplies, and equipment used in the ordinary course of business and not interfering in any material respect with the ordinary conduct construction of the business of Dealership;Improvements have been paid in full, except as otherwise contemplated by the Permitted Encumbrances. (i) liens on the Controlled Accounts Debtor has paid in favor of the depository institution holding such Controlled Accounts, which liens have been subordinated to the liens of the Ally Parties; (j) non-consensual liens securing or otherwise arising out of judgments, decrees, attachments, orders, or awards, with each such lien not arising from a final judgment in excess of $1.0 million and which all such liens outstanding at any given time in the aggregate do not exceed $10.0 million, so long as (i) any appropriate legal proceedings which may have been fully initiated for the review of such judgment, decree, attachment, order, or award have not been finally terminated, (ii) the period within which such proceedings may be initiated has not expired, or (iii) no more than 60 days have passed after (A) such judgment, decree, attachment, order, or award has become final or (B) such period within which such proceedings may be initiated has expired; and (k) Interests of consignors in vehicles that have been consigned to Dealership (the “Consigned Vehicles”), provided such consignors have: (i) filed UCC financing statements against Dealership specific to such Consigned Vehicles, (ii) sent written consignment notices to the Ally Partiesfull for, and is the owner of, all furnishings, fixtures, and equipment (iiiother than tenants' property) otherwise complied with all requirements of the UCC for a consignor to protect its interest in consigned inventory. The grant of the Security Interest and the execution of any document, instrument, promissory note, or the like, used in connection with it or the Obligations do not constitute payment or performance operation of the Premises, free and clear of any of the Obligationsand all security interests, liens, or encumbrances, except to the extent of actual, indefeasible payment of Permitted Encumbrances and the Obligations from the realization by Dealership or the Ally Parties of the Collateral or otherwise. Except as otherwise agreed to by the parties, the Security Interest continues to the full extent provided in this Agreement until all Obligations are fully lien and indefeasibly paid and performed, even if the Credit Line is from time to time modified, suspended, or terminated and reestablishedsecurity interest created hereby.”