Pursuant to Section 2.1(a)(x) , the Seller assigns to the Purchaser all of its right, title and interest in, to and under the Purchase Agreement. Such assigned right, title and interest includes the benefit of the representations and warranties of Carvana made to the Seller pursuant to Section 3.1(b) of the Purchase Agreement. As of the Closing Date, the Seller hereby represents and warrants to the Purchaser that the Seller has neither taken, nor caused, instructed or authorized to be taken, any action which would cause such representations and warranties of Carvana to be false or incorrect in any material respect as of the Closing Date. The Seller further acknowledges that the Purchaser and the Permitted Assigns rely on the representations and warranties of the Seller under this Agreement and of Carvana under the Purchase Agreement in, as applicable, accepting the Transferred Contracts and executing and delivering the Loan and Security Agreement and the Certificates or consummating the other transactions contemplated by the Transaction Documents.