Common use of Owner Trustee Clause in Contracts

Owner Trustee. It is expressly understood and agreed by the parties to this Agreement that (i) this Agreement is executed and delivered by the Grantor by BNY Mellon Trust of Delaware (“BNY Delaware”) not in its individual capacity but solely as Owner Trustee on behalf of the Grantor (the “Owner Trustee”) created by the Amended and Restated Trust Agreement dated as of the date hereof, between the Owner Trustee and Carvana Receivables Depositor LLC, as depositor, as amended, modified, or restated from time to time (the “Trust Agreement”) in the exercise of the powers and authority conferred upon and vested in it, and as directed in the Trust Agreement, (ii) each of the representations, undertakings and agreements herein made by the Grantor in this Agreement is made and intended not as the personal representation or undertaking or agreement of BNY Delaware but solely in its capacity as Owner Trustee under the Trust Agreement and intended for purposes of binding only the Grantor, (iii) nothing herein contained shall be construed as creating any liability on the part of BNY Delaware individually or personally, to perform any covenant or obligation under this Agreement, either express or implied, contain herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (iv) under no circumstances shall BNY Delaware be personally liable for the payment of any indebtedness or expenses of the Grantor or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Grantor (pursuant to direction to the Owner Trustee under the Trust Agreement) under this Agreement and any other agreement related hereto, (v) BNY Delaware has not verified and has conducted no investigation with respect to the accuracy or completeness of any representation, warranty or covenant of the Grantor and (vi) BNY Delaware shall be entitled to all of the protections, exculpations, limitations on liability, immunities and rights (including resignation rights) hereunder as are extended to the Owner Trustee under the Trust Agreement (and all such provisions shall be deemed incorporated herein by reference).

Owner Trustee. It is expressly understood and agreed by the parties to this Agreement that (ia) this Agreement is executed and delivered by the Grantor by BNY Mellon Trust of Delaware (“BNY Delaware”) not in its individual capacity but solely as Owner Trustee on behalf of the Grantor (the “Owner Trustee”) created by the Amended and Restated Trust Agreement dated as of the date hereof, between the Owner Trustee and Carvana Receivables Depositor LLC, as depositor, as amended, modified, or restated from time to time (the “Trust Agreement”) in the exercise of the powers and authority conferred upon and vested in it, and as directed in the Trust Agreement, (iib) each of the representations, undertakings and agreements herein made by the Grantor in this Agreement is made and intended not as the personal representation or undertaking or agreement of BNY Delaware but solely in its capacity as Owner Trustee under the Trust Agreement and intended for purposes of binding only the Grantor, (iiic) nothing herein contained shall be construed as creating any liability on the part of BNY Delaware Delaware, individually or personally, to perform any covenant or obligation under this Agreement, either express or implied, contain herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (ivd) under no circumstances shall BNY Delaware be personally liable for the payment of any indebtedness or expenses of the Grantor or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Grantor (pursuant to direction to the Owner Trustee under the Trust Agreement) under this Agreement and any other agreement related hereto, (ve) BNY Delaware has not verified and has conducted no investigation with respect to the accuracy or completeness of any representation, warranty or covenant of the Grantor Grantor, and (vif) BNY Delaware shall be entitled to all of the protections, exculpations, limitations on liability, immunities and rights (including resignation rights) hereunder as are extended to the Owner Trustee under the Trust Agreement (and all such provisions shall be deemed incorporated herein by reference).

Owner Trustee. It is expressly understood and agreed by the parties to this Agreement that (i) this Agreement is executed and delivered by the Grantor by BNY Mellon Trust of Delaware (“BNY Delaware”) not in its individual capacity but solely as Owner Trustee on behalf of the Grantor (the “Owner Trustee”) created by the Amended and Restated Trust Agreement dated as of the date hereof, between the Owner Trustee and Carvana Receivables Depositor LLC, as depositor, as amended, modified, or restated from time to time (the “Trust Agreement”) in the exercise of the powers and authority conferred upon and vested in it, and as directed in the Trust Agreement, (ii) each of the representations, undertakings and agreements herein made by the Grantor in this Agreement is made and intended not as the personal representation or undertaking or agreement of BNY Delaware but solely in its capacity as Owner Trustee under the Trust Agreement and intended for purposes of binding only the Grantor, (iii) nothing herein contained shall be construed as creating any liability on the part of BNY Delaware Delaware, individually or personally, to perform any covenant or obligation under this Agreement, either express or implied, contain herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (iv) under no circumstances shall BNY Delaware be personally liable for the payment of any indebtedness or expenses of the Grantor or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Grantor (pursuant to direction to the Owner Trustee under the Trust Agreement) under this Agreement and any other agreement related hereto, (v) BNY Delaware has not verified and has conducted no investigation with respect to the accuracy or completeness of any representation, warranty or covenant of the Grantor and (vi) BNY Delaware shall be entitled to all of the protections, exculpations, limitations on liability, immunities and rights (including resignation rights) hereunder as are extended to the Owner Trustee under the Trust Agreement (and all such provisions shall be deemed incorporated herein by reference).

Owner Trustee. It is expressly understood and agreed by the parties to this Agreement that (i) this Agreement is executed and delivered by the Grantor by BNY Mellon Trust of Delaware Wilmington Trust, National Association (“BNY DelawareWTNA”) not in its individual capacity but solely as Owner Trustee on behalf of the Grantor (the “Owner Trustee”) created by the Amended and Restated Trust Agreement dated as of the date hereof, between the Owner Trustee and Carvana Receivables Depositor LLC, as depositor, as amended, modified, or restated from time to time (the “Trust Agreement”) in the exercise of the powers and authority conferred upon and vested in it, and as directed in the Trust Agreement, (ii) each of the representations, undertakings and agreements herein made by the Grantor in this Agreement is made and intended not as the personal representation or undertaking or agreement of BNY Delaware WTNA but solely in its capacity as Owner Trustee under the Trust Agreement and intended for purposes of binding only the Grantor, (iii) nothing herein contained shall be construed as creating any liability on the part of BNY Delaware WTNA, individually or personally, to perform any covenant or obligation under this Agreement, either express or implied, contain herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (iv) under no circumstances shall BNY Delaware WTNA be personally liable for the payment of any indebtedness or expenses of the Grantor or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Grantor (pursuant to direction to the Owner Trustee under the Trust Agreement) under this Agreement and any other agreement related hereto, (v) BNY Delaware WTNA has not verified and has conducted no investigation with respect to the accuracy or completeness of any representation, warranty or covenant of the Grantor and (vi) BNY Delaware WTNA shall be entitled to all of the protections, exculpations, limitations on liability, immunities and rights (including resignation rights) hereunder as are extended to the Owner Trustee under the Trust Agreement (and all such provisions shall be deemed incorporated herein by reference).

Owner Trustee. It is expressly understood and agreed NOT LIABLE FOR THE CERTIFICATE OR RECEIVABLES. The Owner Trustee makes no representations as to the validity or sufficiency of this Agreement or of the Certificate, the Notes or the Revolving Liquidity Note (other than the execution by the parties to this Agreement that (i) this Agreement is executed and delivered by the Grantor by BNY Mellon Trust of Delaware (“BNY Delaware”) not in its individual capacity but solely as Owner Trustee on behalf of the Grantor (Trust of, and the “certificate of authentication on, the Certificate, and the direction of the Owner Trustee”) created by the Amended and Restated Trust Agreement dated as , on behalf of the date hereofTrust, between to the Indenture Trustee relating to the execution of the Notes and the Revolving Liquidity Note). The Owner Trustee and Carvana Receivables Depositor LLC, as depositor, as amended, modified, or restated from time to time (the “Trust Agreement”) in the exercise of the powers and authority conferred upon and vested in it, and as directed in the Trust Agreement, (ii) each of the representations, undertakings and agreements herein made by the Grantor in this Agreement is made and intended not as the personal representation or undertaking or agreement of BNY Delaware but solely in its capacity as Owner Trustee under the Trust Agreement and intended for purposes of binding only the Grantor, (iii) nothing herein contained shall be construed as creating any liability on the part of BNY Delaware individually or personally, have no obligation to perform any covenant of the duties of the Servicer or obligation under Administrator unless explicitly set forth in this Agreement. The Owner Trustee shall at no time have any responsibility or liability for or with respect to the legality, either express validity and enforceability of the Certificate, the Notes, the Revolving Liquidity Note or impliedany Receivable, contain hereinany ownership interest in any Financed Vehicle, all such liability, if any, being expressly waived by or the parties hereto and by any Person claiming by, through or under the parties hereto, (iv) under no circumstances shall BNY Delaware be personally liable for the payment maintenance of any indebtedness such ownership interest, or expenses for or with respect to the efficacy of the Grantor Trust or its ability to generate the payments to be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Grantor (pursuant distributed to direction to the Owner Trustee under the Trust Agreement) Securityholders under this Agreement and the Indenture, including without limitation the validity of the assignment of the Receivables to the Trust or of any intervening assignment; the existence, condition, location and ownership of any Receivable or Financed Vehicle; the existence and enforceability of any physical damage or credit life or credit disability insurance; the existence and contents of any retail installment sales contract or any computer or other agreement record thereof; the completeness of any retail installment sales contract; the performance or enforcement of any retail installment sales contract; the compliance by the Trust with any covenant or the breach by the Trust of any warranty or representation made under this Agreement or in any related heretodocument and the accuracy of any such warranty or representation prior to the Owner Trustee's receipt of notice or other discovery of any noncompliance therewith or any breach thereof; the acts or omissions of the Trust or the Servicer; or any action by the Owner Trustee taken at the instruction of the Certificateholder, provided, however, that the foregoing shall not relieve the Owner Trustee of its obligation to perform its duties under this Agreement. The Owner Trustee shall not be accountable for: (i) the use or application by the Depositor of the proceeds of the sale of the Notes; (ii) the use or application by the Certificateholder of the Certificate or the proceeds of the Certificate; (iii) the use or application by the holder of any Notes of any of the Notes or of the proceeds of such Notes; (iv) the use or application by the Servicer of any funds obtained under the Revolving Liquidity Note; or (v) BNY Delaware has not verified and has conducted no investigation with respect the use or application of any funds paid to the accuracy or completeness of any representation, warranty or covenant of Servicer in accordance with the Grantor Sale and (vi) BNY Delaware shall be entitled to all of the protections, exculpations, limitations on liability, immunities and rights (including resignation rights) hereunder as are extended to the Owner Trustee under the Trust Agreement (and all such provisions shall be deemed incorporated herein by reference)Servicing Agreement.

Owner Trustee. It is expressly understood and agreed NOT LIABLE FOR THE CERTIFICATE OR RECEIVABLES. The Owner Trustee makes no representations as to the validity or sufficiency of this Agreement or of the Certificate or of the Notes (other than the execution by the parties to this Agreement that (i) this Agreement is executed and delivered by the Grantor by BNY Mellon Trust of Delaware (“BNY Delaware”) not in its individual capacity but solely as Owner Trustee on behalf of the Grantor (Trust of, and the “certificate of authentication on, the Certificate, and the direction of the Owner Trustee”) created by the Amended and Restated Trust Agreement dated as , on behalf of the date hereofTrust, between to the Indenture Trustee relating to the execution of the Notes). The Owner Trustee and Carvana Receivables Depositor LLC, as depositor, as amended, modified, or restated from time to time (the “Trust Agreement”) in the exercise of the powers and authority conferred upon and vested in it, and as directed in the Trust Agreement, (ii) each of the representations, undertakings and agreements herein made by the Grantor in this Agreement is made and intended not as the personal representation or undertaking or agreement of BNY Delaware but solely in its capacity as Owner Trustee under the Trust Agreement and intended for purposes of binding only the Grantor, (iii) nothing herein contained shall be construed as creating any liability on the part of BNY Delaware individually or personally, have no obligation to perform any covenant of the duties of the Servicer or obligation under Administrator unless explicitly set forth in this Agreement. The Owner Trustee shall at no time have any responsibility or liability for or with respect to the legality, either express validity and enforceability of the Certificate, the Notes or impliedany Receivable, contain hereinany ownership interest in any Financed Vehicle, all such liability, if any, being expressly waived by or the parties hereto and by any Person claiming by, through or under the parties hereto, (iv) under no circumstances shall BNY Delaware be personally liable for the payment maintenance of any indebtedness such ownership interest, or expenses for or with respect to the efficacy of the Grantor Trust or its ability to generate the payments to be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Grantor (pursuant distributed to direction to the Owner Trustee under the Trust Agreement) Securityholders under this Agreement and any other agreement related heretothe Indenture, (v) BNY Delaware has not verified and has conducted no investigation with respect including without limitation the validity of the assignment of the Receivables to the accuracy Trust or of any intervening assignment; the existence, condition, location and ownership of any Receivable or Financed Vehicle; the existence and enforceability of any physical damage or credit life or credit disability insurance; the existence and contents of any retail installment sales contract or any computer or other record thereof; the completeness of any representation, retail installment sales contract; the performance or enforcement of any retail installment sales contract; the compliance by the Trust with any covenant or the breach by the Trust of any warranty or covenant representation made under this Agreement or in any related document and the accuracy of the Grantor and (vi) BNY Delaware shall be entitled to all of the protections, exculpations, limitations on liability, immunities and rights (including resignation rights) hereunder as are extended any such warranty or representation prior to the Owner Trustee under Trustee's receipt of notice or other discovery of any noncompliance therewith or any breach thereof; the acts or omissions of the Trust Agreement or the Servicer; or any action by the Owner Trustee taken at the instruction of the Certificateholder, PROVIDED, HOWEVER, that the foregoing shall not relieve the Owner Trustee of its obligation to perform its duties under this Agreement. The Owner Trustee shall not be accountable for: (i) the use or application by the Depositor of the proceeds of the sale of the Notes; (ii) the use or application by the Certificateholder of the Certificate or the proceeds of the Certificate; (iii) the use or application by the holder of any Notes of any of the Notes or of the proceeds of such Notes; or (iv) the use or application of any funds paid to the Servicer in accordance with the Sale and all such provisions shall be deemed incorporated herein by reference)Servicing Agreement.

Owner Trustee. It is expressly understood and agreed by the parties to this Agreement that (i) this Agreement is executed and delivered by the Grantor by BNY Mellon Trust of Delaware (“BNY Delaware”) [ ], not in its individual capacity but solely as Owner Trustee on behalf of the Grantor (pursuant to the “Owner Trustee”) created by the [Amended and Restated Restated] Trust Agreement dated as of the date hereof[ ], 20[ ], between the Owner Trustee and Carvana World Omni Auto Receivables Depositor LLC, as depositor, as amended, modified, or restated from time to time (the “Trust Agreement”) in the exercise of the powers and authority conferred upon and vested in it, and as directed in the Trust Agreement, (ii) each of the representations, undertakings and agreements herein made by the Grantor in this Agreement is made and intended not as the personal representation or undertaking or agreement of BNY Delaware [Owner Trustee] but solely in its capacity as Owner Trustee under the Trust Agreement is made and intended for purposes of binding only the Grantor, (iii) nothing herein contained shall be construed as creating any liability on the part of BNY Delaware [Owner Trustee], individually or personally, to perform any covenant or obligation under this Agreement, either express or implied, contain herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (iv) under no circumstances shall BNY Delaware [Owner Trustee] be personally liable for the payment of any indebtedness or expenses of the Grantor or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Grantor (pursuant to direction to the Owner Trustee under the Trust Agreement) under this Agreement and any other agreement related hereto, (v) BNY Delaware [Owner Trustee] has not verified and has conducted no investigation with respect to the accuracy or completeness of any representation, warranty or covenant of the Grantor and (vi) BNY Delaware [Owner Trustee] shall be entitled to all of the protections, exculpations, limitations on liability, immunities and rights (including resignation rights) hereunder as are extended to the Owner Trustee under the Trust Agreement (and all such provisions shall be deemed incorporated herein by reference).

Owner Trustee. It is expressly understood and agreed by the parties to this Agreement that (i) this Agreement is executed and delivered by the Grantor by BNY Mellon Trust of Delaware (“BNY Delaware”) not in its individual capacity but solely as Owner Trustee on behalf of the Grantor (the “Owner Trustee”) created by the Amended and Restated Trust Agreement dated as of the date hereof, between the Owner Trustee and Carvana Receivables Depositor LLC, as depositor, as amended, modified, or restated from time to time (the “Trust Agreement”) in the exercise of the powers and authority conferred upon and vested in it, and as directed in the Trust Agreement, (ii) each of the representations, undertakings and agreements herein made by the Grantor in this Agreement is made and intended not as the personal representation or undertaking or agreement of BNY Delaware but solely in its capacity as Owner Trustee under the Trust Agreement and intended for purposes of binding only the Grantor, (iii) nothing herein contained shall be construed as creating any liability on the part of BNY Delaware Delaware, individually or personally, to perform any covenant or obligation under this Agreement, either express or implied, contain herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (iv) under no circumstances shall BNY Delaware be personally liable for the payment of any indebtedness or expenses of the Grantor or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Grantor (pursuant to direction to the Owner Trustee under the Trust Agreement) under this Agreement and any other agreement related hereto, (v) BNY Delaware has not verified and has conducted no investigation with respect to the accuracy or completeness of any representation, warranty or covenant of the Grantor and (vi) BNY Delaware shall be entitled to all of the protections, exculpations, limitations on liability, immunities and rights (including resignation rights) hereunder as are extended to the Owner Trustee under the Trust Agreement (and all such provisions shall be deemed incorporated herein by reference).. 36 CRVNA 2022-P2 Grantor Trust Agreement

Owner Trustee. It is expressly understood and agreed by the parties to this Agreement that (i) this Agreement is executed and delivered by the Grantor by BNY Mellon Trust of Delaware Wilmington Trust, National Association (“BNY DelawareWTNA”) not in its individual capacity but solely as Owner Trustee on behalf of the Grantor (the “Owner Trustee”) created by the Amended and Restated Trust Agreement dated as of the date hereofDecember 10, 2020, between the Owner Trustee and Carvana Receivables Depositor LLC, as depositor, as amended, modified, or restated from time to time (the “Trust Agreement”) in the exercise of the powers and authority conferred upon and vested in it, and as directed in the Trust Agreement, (ii) each of the representations, undertakings and agreements herein made by the Grantor in this Agreement is made and intended not as the personal representation or undertaking or agreement of BNY Delaware WTNA but solely in its capacity as Owner Trustee under the Trust Agreement and intended for purposes of binding only the Grantor, (iii) nothing herein contained shall be construed as creating any liability on the part of BNY Delaware WTNA, individually or personally, to perform any covenant or obligation under this Agreement, either express or implied, contain herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (iv) under no circumstances shall BNY Delaware WTNA be personally liable for the payment of any indebtedness or expenses of the Grantor or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Grantor (pursuant to direction to the Owner Trustee under the Trust Agreement) under this Agreement and any other agreement related hereto, (v) BNY Delaware WTNA has not verified and has conducted no investigation with respect to the accuracy or completeness of any representation, warranty or covenant of the Grantor and (vi) BNY Delaware WTNA shall be entitled to all of the protections, exculpations, limitations on liability, immunities and rights (including resignation rights) hereunder as are extended to the Owner Trustee under the Trust Agreement (and all such provisions shall be deemed incorporated herein by reference).

Owner Trustee. It is expressly understood and agreed by the parties to this Agreement that (i) this Agreement is executed and delivered by the Grantor by BNY Mellon Trust of Delaware [ ] (“BNY Delaware[OT]”) not in its individual capacity but solely as Owner Trustee on behalf of the Grantor (the “Owner Trustee”) created by the Amended and Restated Trust Agreement dated as of the date hereof[ ], 20[ ], between the Owner Trustee and Carvana Receivables Depositor LLC, as depositor, as amended, modified, or restated from time to time (the “Trust Agreement”) in the exercise of the powers and authority conferred upon and vested in it, and as directed in the Trust Agreement, (ii) each of the representations, undertakings and agreements herein made by the Grantor in this Agreement is made and intended not as the personal representation or undertaking or agreement of BNY Delaware [OT] but solely in its capacity as Owner Trustee under the Trust Agreement and intended for purposes of binding only the Grantor, (iii) nothing herein contained shall be construed as creating any liability on the part of BNY Delaware [OT], individually or personally, to perform any covenant or obligation under this Agreement, either express or implied, contain herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (iv) under no circumstances shall BNY Delaware [OT] be personally liable for the payment of any indebtedness or expenses of the Grantor or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Grantor (pursuant to direction to the Owner Trustee under the Trust Agreement) under this Agreement and any other agreement related hereto, (v) BNY Delaware [OT] has not verified and has conducted no investigation with respect to the accuracy or completeness of any representation, warranty or covenant of the Grantor and (vi) BNY Delaware [OT] shall be entitled to all of the protections, exculpations, limitations on liability, immunities and rights (including resignation rights) hereunder as are extended to the Owner Trustee under the Trust Agreement (and all such provisions shall be deemed incorporated herein by reference).

Owner Trustee. It is expressly understood and agreed by the parties to this Agreement hereto that (ia) this Agreement is executed and delivered by the Grantor by BNY Mellon U.S. Bank Trust of Delaware (“BNY Delaware”) National Association not in its individual capacity individually or personally but solely as Owner Trustee on behalf of the Grantor (the “Owner Trustee”) created by the Amended and Restated Trust Agreement dated as of the date hereofIssuer, between the Owner Trustee and Carvana Receivables Depositor LLC, as depositor, as amended, modified, or restated from time to time (the “Trust Agreement”) in the exercise of the powers and authority conferred upon and vested in it, and as directed in the Trust Agreement, (iib) each of the representations, undertakings and agreements herein made by or on the Grantor in this Agreement part of the Issuer is made and intended not as the personal representation or undertaking or agreement of BNY Delaware representations, undertakings and agreements by U.S. Bank Trust National Association, but solely in its capacity as Owner Trustee under the Trust Agreement is made and intended for purposes the purpose of binding only the GrantorIssuer, (iiic) nothing herein contained shall be construed as creating any liability on the part of BNY Delaware U.S. Bank Trust National Association, individually or personally, to perform any covenant either expressed or obligation under this Agreement, either express or implied, contain implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, and (ivd) under no circumstances shall BNY Delaware U.S. Bank Trust National Association be personally liable for the payment of any indebtedness or expenses of the Grantor Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Grantor (pursuant to direction to the Owner Trustee under the Trust Agreement) Issuer under this Agreement and or any other agreement related heretodocument. N WITNESS WHEREOF, the parties have caused this Sale Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written. DIAMOND RESORTS SELLER 2013-2, LLC, as Seller By: ___/s/ Yanna Huang_______________ Name: Xxxxx Xxxxx Title: Treasurer Address: 00000 Xxxx Xxxxxxxxxx Xxxxxxxxx Xxx Xxxxx, Xxxxxx 00000 Telephone: 000 000 0000 Facsimile: 000 000 0000 DIAMOND RESORTS OWNER TRUST 2013-2, as Issuer By: U.S. BANK TRUST NATIONAL ASSOCIATION, not in its individual capacity, but solely as Owner Trustee By: ___/s/ Xxxxx Giel____________________ Name: Xxxxx Xxxx Title: Assistant Vice President Address: 00 Xxxxxxxxxx Xxxxxx EP-MN-WS3D St. Xxxx, Minnesota 55107 Telephone: 000 000 0000 Facsimile: 000 000 0000 (a) All federal, state or local laws, rules or regulations, including, without limitation, those relating to usury, truth-in-lending, real estate settlement procedure, land sales, the offer and sale of securities, consumer credit protection and equal credit opportunity or disclosure, applicable to the Timeshare Loan or the sale of the Timeshare Properties have been complied with in all material respects such that any violation of any such law, rule or regulation would not impair the collectibility of such Timeshare Loan. The applicable rescission period for such Timeshare Loan has expired. The Timeshare Loan was not originated in, or is subject to the laws of, any jurisdiction under which the transfer, conveyance or assignment of such Timeshare Loan would be unlawful, void or voidable. (b) [Reserved] (c) The related Obligor has not been released, in whole or in part, from any of its material obligations in respect of the Timeshare Loan. The applicable Obligor Note or Points Purchase Contract, if applicable, has not been satisfied, canceled, rescinded or subordinated, in whole or in part, and no instrument has been executed that would effect any such satisfaction, release, cancellation, subordination or rescission. No instrument has been executed that would effect any such release, satisfaction, cancellation, rescission or subordination. (d) The sale of the related Timeshare Property has not been canceled by the applicable Obligor or any originator. Any statutory or other applicable cancellation or rescission period related to the sale of the Timeshare Property has expired. The Timeshare Property purchased by the applicable Obligor has not been surrendered in accordance with the terms of the relevant Mortgage or Points Purchase Contract. (e) Each Mortgage, Purchase Contract, Obligor Note or Points Purchase Contract, and each other document in the related Timeshare Loan File is genuine and the legal, valid and binding obligation of the applicable Obligor, is enforceable in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, reorganization, or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity, regardless of whether such enforceability shall be considered in a proceeding in equity or at law), and is not subject to any dispute, right of setoff, recoupment, counterclaim, or defense of any kind, whether arising out of transactions concerning such Timeshare Loan or otherwise, and no such right has been asserted with respect thereto. (f) All of the related Timeshare Loan Servicing Files for such Timeshare Loan have on or prior to the Closing Date (or the related Transfer Date) been obtained by the Servicer and all the related Timeshare Loan Files are in the possession of the Custodian, the Custodian has issued a Trust Receipt (as defined in the Custodial Agreement) therefor and no Material Exceptions (as defined in the Custodial Agreement) have been cited by the Custodian. (g) The related Obligor Note is payable in United States Dollars. (h) The percentage of Timeshare Loans where the Obligor is not a citizen or resident of, and making payments from, the United States, Puerto Rico, the U.S. Virgin Islands or U.S. military bases does not exceed 7.50% of the Aggregate Loan Balance as of the Initial Cut-Off Date or any Transfer Date. (i) Such Timeshare Loan is not more than 30 days delinquent (without giving effect to any applicable grace period) on any payment of principal or interest as of the Initial Cut-Off Date or any Transfer Date. (j) The aggregate amount owing from the related Obligor with respect to all Timeshare Loans does not exceed $270,000 in the aggregate. (k) The related Obligor Note evidences a fully amortizing debt obligation which bears a fixed rate of interest, provides for substantially level monthly payments of principal and interest (other than the final payment thereon), and is for a term not exceeding 180 months. (l) The related Obligor Note may be prepaid in full without penalty. (m) The related Obligor has been instructed to remit all payments to the Centralized Lockbox Account or such other lockbox account(s) at Approved Financial Institutions that are subject to a Deposit Account Control Agreement or a substantially similar control agreement, or as approved by the Indenture Trustee, acting with the consent of the Holders representing not less than 51% of the then Outstanding Note Balance of each Class of Notes. (n) The related Obligor is not (i) a Person (other than an individual) that is affiliated with or employed by Diamond Resorts Corporation or any of its Affiliates, including the Servicer, or (ii) a Governmental Authority. (o) [Reserved] (p) The applicable assignment of Mortgage or Points Purchase Contract and the endorsement of the related Obligor Note constitutes a duly executed, legal, valid, binding and enforceable assignment or endorsement, as the case may be, of such related Mortgage, related Points Purchase Contract, and related Obligor Note, and all monies due or to become due thereunder, and all proceeds thereof. (q) All of the condominium and apartment units related to the Timeshare Loans in the Resorts are located in buildings whose construction has been completed and certificate of occupancy has been issued, in the manner required by applicable state and local laws. (r) In the case of an Obligor Note secured by a Mortgage, the related Mortgaged Property constitutes a fee interest in real property at one of the Resorts. The related Mortgage has been duly filed and recorded with all appropriate governmental authorities in all jurisdictions in which such related Mortgage is required to be filed and recorded to create a valid, binding and enforceable first Lien on the related Mortgaged Property and such related Mortgage creates a valid, binding and enforceable first Lien on the related Mortgaged Property, subject only to Permitted Liens; and the Seller, to the extent applicable, is in compliance with such Permitted Liens respecting the right to the use of such related Mortgaged Property. In the case of a Points Purchase Contract related to a Points-Based Loan, the related Unit, if any, is an apartment or unit at a Resort and the related Points Purchase Contract grants the related Obligor the right to use and occupy one or more apartments or units at a Resort. The related Points Purchase Contract has been duly filed and recorded with all appropriate governmental authorities in all jurisdictions in which such related Points Purchase Contract is required to be filed and recorded to enable the Issuer and its assigns to enforce the revocation and termination rights granted in the Points Purchase Contract. (s) Immediately prior to any transfer contemplated pursuant to this Agreement of Timeshare Loans from the Seller to the Issuer, the Seller will own full legal and equitable title to each such Timeshare Loan, free and clear of any Lien or ownership interest in favor of any other Person. All of the Seller’s right, title and interest in and to each such Timeshare Loan has been validly and effectively transferred to the Issuer pursuant to this Agreement. All of the Transferors' right, title and interest in and to each such Timeshare Loan has been validly and effectively transferred to the Seller pursuant to the Purchase Agreements. (t) The related Mortgage or Points Purchase Contract, as the case may be, contains customary and enforceable provisions so as to render the rights and remedies of the holder thereof adequate for the practical realization against the related Timeshare Property of the benefits of the security interests or other remedies intended to be provided thereby. There is no exemption available to the related Obligor which would interfere with the mortgagee’s right to foreclose such related Mortgage, if applicable, or the Transferee’s right to enforce its revocation and termination rights under the related Points Purchase Contract other than that which may be available under applicable bankruptcy, debt relief, homestead statutes or the Servicemembers Relief Act or similar applicable laws. (u) The Timeshare Loan is not and has not been secured by any collateral except (i) the Lien of the related Mortgage or (ii) the Points Purchase Contract and Points-Based Property, as the case may be. (v) BNY Delaware Each related Obligor Note, if secured by a Mortgage, is covered by a form of lender’s title insurance policy or commitment issued by a title insurer qualified to do business in the jurisdiction where the related Resort is located, insuring the applicable originator and its successors and assigns as to the first priority Lien of the related Mortgage in an amount equal to the Loan Balance of such Mortgage Loan at origination. Such lender’s title insurance policy, if actually issued, is in full force and effect. No claims have been made under such lender’s title insurance policy, if any, and no prior holder of such Mortgage Loan, including the applicable originator, has done or omitted to do anything which would impair the coverage of such lender’s title insurance policy. (w) Interest is calculated on each Timeshare Loan on a simple interest basis. (x) The proceeds of each Timeshare Loan have been fully disbursed and no Timeshare Loan requires any additional performance by any Person. (y) The terms of each Mortgage, Points Purchase Contract and Obligor Note have not verified been modified in any material respect. (z) Each Timeshare Loan secured by a Mortgage is principally and has conducted no investigation directly secured by or relates to an interest in real property. (aa) Each Timeshare Loan secured by a Mortgage requires the Obligor to pay all taxes, insurance premiums and maintenance costs with respect to the accuracy related Mortgaged Property. Each Timeshare Loan secured by a Points Purchase Contract requires the Obligor to pay all taxes, insurance premiums and maintenance costs with respect to the related Resort or completeness Collection, as applicable. There are no delinquent taxes, ground rents, water charges, sewer rents, or assessments outstanding with respect to any of the Timeshare Properties, nor any other material outstanding Liens affecting the Timeshare Properties, other than Permitted Liens. (bb) No consent, approval, order or authorization of, and no filing with or notice to, any court or governmental authority in respect of any representationObligor is required which has not been obtained in connection with the transfer of any Timeshare Loans to the Transferors, warranty the Seller or covenant the Issuer or in connection with the pledge of any Timeshare Loans to the Indenture Trustee. (cc) No selection procedures reasonably believed by the Seller to be adverse to the Noteholders were utilized in selecting any Timeshare Loans. (dd) Each Obligor Note constitutes an "instrument" under the Uniform Commercial Code of the Grantor jurisdiction in which such Obligor Note will at all times be located. Each Timeshare Loan which is not evidenced by an Obligor Note constitutes either "tangible chattel paper" or a "payment intangible" within the meaning of the Uniform Commercial Code in which such tangible chattel paper is located, in the case of tangible chattel paper, or within the meaning of the Uniform Commercial Code of the State of Delaware in the case of a payment intangible. There is no more than one original executed copy of each Obligor Note or Points Purchase Contract. (ee) The related Obligor has equity as of the Closing Date equal to at least 10% of the sale price of the Timeshare Property securing such Timeshare Loan. (ff) The related Obligor has not previously had any portion of a scheduled payment delinquent for more than 180 days on a Timeshare Loan. (gg) The Timeshare Loan was originated in compliance with Underwriting Guidelines attached hereto as Exhibit D (as such Underwriting Guidelines may be amended from time to time in the manner provided for by the Transaction Documents). (hh) Such Timeshare Loan is not more than 30 or more days’ delinquent on any payment of principal or interest as of the Initial Cut-Off Date or Subsequent Cut-Off Date, as applicable. (ii) With respect to any Points-Based Loan, all timeshare property and other real estate interests which are identified as available for use by owners of Points-Based Properties is (i) titled in the name of the Collection Trustee and held in trust, free and clear of any Lien or ownership interest in favor of any Person, (ii) covered by a title insurance policy issued by a title insurer qualified to do business in the jurisdiction where such timeshare property or other real estate interest is located and (viiii) BNY Delaware shall be entitled related to all a Collection. (jj) With respect to any Points-Based Loan, none of the protectionsrelated Collection Developer, exculpationsCollection Trustee and/or Collection Association is in default under the related Collection Trust Agreement or has caused the ratio of Points to available intervals or units to fall below required levels. (kk) If such Timeshare Loan is a Subsequent Timeshare Loan, limitations on liability, immunities and rights (including resignation rights) hereunder as are extended when such Timeshare Loan is aggregated with all Timeshare Loans sold to the Owner Trustee under Issuer pursuant to this Agreement, it satisfies the Trust Agreement Subsequent Timeshare Loan Criteria. (and all ll) No holder of the Timeshare Loan has any existing or future obligations or liabilities with respect to such provisions shall be deemed incorporated herein by reference)Timeshare Loan or the related Obligor.

Owner Trustee. It is expressly understood At no time shall title to any real estate owned property be vested in the Owner Trustee. Notwithstanding the foregoing sentence, in the event the Owner Trustee agrees in writing to any real property being taken, titled or recorded in its name: (i) the Seller shall determine if any environmental hazards exist with respect to the property and agreed if so, no title shall be recorded and no action shall be taken in the name of the Owner Trustee without its prior written consent. Any request to the Owner Trustee to take title to property subject to environmental hazards shall be in writing and, if requested by the Owner Trustee in its sole discretion, be accompanied by a Phase I environmental report; and (ii) if the Seller becomes aware of any environmental hazard existing with respect to a property securing a mortgage or lien or other property titled in the name of the Owner Trustee, the Seller shall notify the Owner Trustee of the existence of such environmental hazard, and the Owner Trustee may, within [*] of receipt of such notice, direct the Seller to cause title to such property, mortgage or lien to be rerecorded in the name of the Buyer, or a servicer as nominee of the Buyer, or in the name of another nominee of the Buyer (other than the Owner Trustee) pursuant to a nominee agreement. The parties to this Agreement hereto are put on notice and hereby acknowledge and agree that (ia) this Agreement is executed and delivered by the Grantor by BNY Mellon Trust of Delaware (“BNY Delaware”) Wilmington Savings Fund Society, FSB not in its individual capacity individually or personally but solely as Owner Trustee on behalf of the Grantor (the “Owner Trustee”) created by the Amended and Restated Trust Agreement dated as of the date hereofa trustee, between the Owner Trustee and Carvana Receivables Depositor LLC, as depositor, as amended, modified, or restated from time to time (the “Trust Agreement”) in the exercise of the powers and authority conferred upon and vested in it, and as directed in the Trust Agreement, (iib) each of the representations, covenants, undertakings and agreements herein made by on the Grantor in this Agreement part of the Buyer is made and intended not as a personal representation, undertaking and agreement by Wilmington Savings Fund Society, FSB, but is made and intended for the personal representation or undertaking or agreement purpose of BNY Delaware but solely binding only the Buyer, in its capacity as Owner Trustee under the Trust Agreement and intended for purposes of binding only the Grantorsuch, (iiic) nothing herein contained shall be construed as creating any liability on the part of BNY Delaware Wilmington Savings Fund Society, FSB, individually or personally, to perform any covenant either expressed or obligation under this Agreement, either express or implied, contain implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person person claiming by, through or under the parties hereto, (ivd) under no circumstances shall BNY Delaware be personally liable for the payment of any indebtedness or expenses of the Grantor or be liable for the breach or failure of any obligationWilmington Savings Fund Society, representation, warranty or covenant FSB has made or undertaken by the Grantor (pursuant to direction to the Owner Trustee under the Trust Agreement) under this Agreement and any other agreement related hereto, (v) BNY Delaware has not verified and has conducted no investigation with respect as to the accuracy or completeness of any representation, warranty or covenant of the Grantor and (vi) BNY Delaware shall be entitled to all of the protections, exculpations, limitations on liability, immunities and rights (including resignation rights) hereunder as are extended to the Owner Trustee under the Trust Agreement (and all such provisions shall be deemed incorporated herein by reference).or

Owner Trustee. It is expressly understood and agreed by the parties to this Agreement hereto that (ia) this Agreement Agreement, when executed by the Issuer, is executed and delivered by the Grantor by BNY Mellon Trust of Delaware Wilmington Trust, National Association (“BNY Delaware”) "WTNA"), not individually or personally but solely in its individual capacity but solely as Owner Trustee on behalf of the Grantor (the “Owner Trustee”) created by the Amended and Restated Trust Agreement dated as of the date hereofIssuer, between the Owner Trustee and Carvana Receivables Depositor LLC, as depositor, as amended, modified, or restated from time to time (the “Trust Agreement”) in the exercise of the powers and authority conferred upon and vested in it, and as directed in it under the Trust Agreement, (iib) each of the representations, warranties, covenants, undertakings and agreements herein made by on the Grantor in this Agreement part of the Issuer is made and intended to bind only the Issuer and does not as the constitute personal representation or undertaking or agreement of BNY Delaware but solely representations, undertakings and agreements by WTNA in its individual capacity or as Owner Trustee under the Trust Agreement and intended for purposes of binding only the GrantorTrustee, (iiic) nothing herein contained shall be construed as creating any liability on the part of BNY Delaware WTNA, individually or personallypersonally or as Owner Trustee, to perform any covenant either expressed or obligation under this Agreement, either express or implied, contain hereinimplied contained herein of the Issuer, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (ivd) WTNA has made no (and is under no obligation to make any) investigation or determination as to the satisfaction, accuracy or completeness of any representations and warranties made by the Issuer in this Agreement and (e) under no circumstances shall BNY Delaware WTNA be personally liable for the payment of any indebtedness or expenses of the Grantor Owner Trustee or the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Grantor (Issuer under this Agreement, the Indenture, the Notes or any other Transaction Documents. It is expressly understood and agreed that the rights, duties and obligations of Issuer hereunder will be exercised and performed by Horizon in its capacity as the Administrator on behalf of the Issuer pursuant to direction to the Owner Trustee under the Trust Agreement) under this Agreement and any other agreement related hereto, (v) BNY Delaware has not verified and has conducted no investigation with respect to the accuracy or completeness of any representation, warranty or covenant of the Grantor and (vi) BNY Delaware shall be entitled to all of the protections, exculpations, limitations on liability, immunities and rights (including resignation rights) hereunder as are extended to the Owner Trustee its authority under the Trust Agreement (and all such provisions the Administration Agreement and under no circumstances shall be deemed incorporated herein by reference)the Owner Trustee have any duty or obligation to monitor, exercise or perform the rights, duties or obligations of the Issuer or the Administrator hereunder.

Owner Trustee. It is expressly understood At no time shall title to any real estate owned property be vested in the Owner Trustee. Notwithstanding the foregoing sentence, in the event the Owner Trustee agrees in writing to any real property being taken, titled or recorded in its name: (i) the Seller shall determine if any environmental hazards exist with respect to the property and agreed if so, no title shall be recorded and no action shall be taken in the name of the Owner Trustee without its prior written consent. Any request to the Owner Trustee to take title to property subject to environmental hazards shall be in writing and, if requested by the Owner Trustee in its sole discretion, be accompanied by a Phase I environmental report; and (ii) if the Seller becomes aware of any environmental hazard existing with respect to a property securing a mortgage or lien or other property titled in the name of the Owner Trustee, the Seller shall notify the Owner Trustee of the existence of such environmental hazard, and the Owner Trustee may, [***] of receipt of such notice, direct the Seller to cause title to such property, mortgage or lien to be rerecorded in the name of the Buyer, or a servicer as nominee of the Buyer, or in the name of another nominee of the Buyer (other than the Owner Trustee) pursuant to a nominee agreement. The parties to this Agreement hereto are put on notice and hereby acknowledge and agree that (ia) this Agreement is executed and delivered by the Grantor by BNY Mellon Trust of Delaware (“BNY Delaware”) Wilmington Savings Fund Society, FSB not in its individual capacity individually or personally but solely as Owner Trustee on behalf of the Grantor (the “Owner Trustee”) created by the Amended and Restated Trust Agreement dated as of the date hereofa trustee, between the Owner Trustee and Carvana Receivables Depositor LLC, as depositor, as amended, modified, or restated from time to time (the “Trust Agreement”) in the exercise of the powers and authority conferred upon and vested in it, and as directed in the Trust Agreement, (iib) each of the representations, covenants, undertakings and agreements herein made by on the Grantor in this Agreement part of the Buyer is made and intended not as a personal representation, undertaking and agreement by Wilmington Savings Fund Society, FSB, but is made and intended for the personal representation or undertaking or agreement purpose of BNY Delaware but solely binding only the Buyer, in its capacity as Owner Trustee under the Trust Agreement and intended for purposes of binding only the Grantorsuch, (iiic) nothing herein contained shall be construed as creating any liability on the part of BNY Delaware Wilmington Savings Fund Society, FSB, individually or personally, to perform any covenant either expressed or obligation under this Agreement, either express or implied, contain implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person person claiming by, through or under the parties hereto, (ivd) Wilmington Savings Fund Society, FSB has made no investigation as to the accuracy or completeness of any representations and warranties made by the Buyer or any other party in this Agreement and (e) under no circumstances shall BNY Delaware Wilmington Savings Fund Society, FSB be personally liable for the payment of any indebtedness or expenses of the Grantor Buyer or be liable for the breach or failure of any obligation, duty (including fiduciary duty, if any), representation, warranty or covenant made or undertaken by the Grantor (pursuant to direction to the Owner Trustee under the Trust Agreement) Buyer under this Agreement and or any other agreement related hereto, (v) BNY Delaware has not verified and has conducted no investigation with respect to the accuracy or completeness of any representation, warranty or covenant of the Grantor and (vi) BNY Delaware shall be entitled to all of the protections, exculpations, limitations on liability, immunities and rights (including resignation rights) hereunder as are extended to the Owner Trustee under the Trust Agreement (and all such provisions shall be deemed incorporated herein by reference)documents.

Owner Trustee. It is expressly understood and agreed by the parties upon exercising its rights under paragraph (a) or (b) of this Section 4.3 to this Agreement that (i) this Agreement is executed and delivered by the Grantor by BNY Mellon Trust of Delaware (“BNY Delaware”) not in its individual capacity but solely as Owner Trustee on behalf of the Grantor (the “Owner Trustee”) created by the Amended and Restated Trust Agreement dated as of the date hereof, between the Owner Trustee and Carvana Receivables Depositor LLC, as depositor, as amended, modified, cure Lessee's failure to pay Rent or restated from time to time (the “Trust Agreement”) in the exercise of the powers and authority conferred upon and vested in it, and as directed in the Trust Agreement, (ii) each of the representations, undertakings and agreements herein made by the Grantor in this Agreement is made and intended not as the personal representation or undertaking or agreement of BNY Delaware but solely in its capacity as Owner Trustee under the Trust Agreement and intended for purposes of binding only the Grantor, (iii) nothing herein contained shall be construed as creating any liability on the part of BNY Delaware individually or personally, to perform any covenant or other obligation under the Lease or any other Operative Document, shall not obtain any Lien on any part of the Indenture Estate on account of such payment or performance nor, except as expressly provided in the next sentence, pursue any claims against Lessee or any other party, for the repayment thereof if such claims would impair the prior right and security interest of Indenture Trustee in and to the Indenture Estate. Upon such payment or performance by Owner Trustee, Owner Trustee shall (to the extent of such payment made by it and the costs and expenses incurred in connection with such payments and performance thereof together with interest thereon and so long as no Indenture Default or Indenture Event of Default hereunder shall have occurred and be continuing) be subrogated to the rights of Indenture Trustee and the Noteholders to receive the payment of Rent with respect to which Owner Trustee made such payment and interest on account of such Rent payment being overdue in the manner set forth in the next two sentences. If Indenture Trustee shall thereafter receive such payment of Rent or such interest, Indenture Trustee shall, notwithstanding the requirements of Section 3.1 hereof, on the date such payment is received by Indenture Trustee, remit such payment of Rent (to the extent of the payment made by Owner Trustee pursuant to this AgreementSection 4.3) and such interest to Owner Trustee in reimbursement for the funds so advanced by it, either express provided that if (A) any Indenture Default or impliedIndenture Event of Default hereunder shall have occurred and be continuing or (B) any payment of principal, contain hereininterest, all such liabilityor premium, if any, being expressly waived on any Note then shall be overdue, such payment shall not be remitted to Owner Trustee but shall be held by Indenture Trustee as security for the parties hereto obligations secured hereby and distributed in accordance with Section 3.1 hereof. Owner Trustee shall not attempt to recover any amount paid by any Person claiming by, through it on behalf of Lessee pursuant to this Section 4.3 except by demanding of Lessee payment of such amount or under the parties hereto, (iv) under no circumstances shall BNY Delaware be personally liable by commencing an action against Lessee for the payment of any indebtedness or expenses such amount, and except where an Indenture Event of the Grantor or be liable for the breach or failure Default (other than a Lease Event of any obligationDefault) has occurred and is continuing, representation, warranty or covenant made or undertaken by the Grantor (pursuant to direction to the Owner Trustee under the Trust Agreement) under this Agreement and any other agreement related hereto, (v) BNY Delaware has not verified and has conducted no investigation with respect to the accuracy or completeness of any representation, warranty or covenant of the Grantor and (vi) BNY Delaware shall be entitled to all receive the amount of such payment and the costs and expenses incurred in connection with such payments and performance thereof together with interest thereon from Lessee (but neither Owner Trustee nor Owner Participant shall have any right to collect such amounts by exercise of any of the protectionsremedies under Article 15 of the Lease) or, exculpationsif paid by Lessee to Indenture Trustee, limitations on liability, immunities and rights (including resignation rights) hereunder as are extended to the Owner Trustee under the Trust Agreement (and all such provisions shall be deemed incorporated herein by reference)from Indenture Trustee.

Owner Trustee. It is expressly understood and agreed by the parties to this Agreement hereto that (ia) this Bond Purchase Agreement is executed and delivered by the Grantor by BNY Mellon Trust of Delaware (“BNY Delaware”) , not in its individual capacity individually or personally but solely as Owner Trustee on behalf of the Grantor (the “Owner Trustee”) created by the Amended and Restated Trust Agreement dated as of the date hereofIssuer, between the Owner Trustee and Carvana Receivables Depositor LLC, as depositor, as amended, modified, or restated from time to time (the “Trust Agreement”) in the exercise of the powers and authority conferred upon and vested in it, and as directed in it pursuant to the Trust Agreement, (iib) each of the representations, undertakings and agreements herein made by the Grantor in this Agreement Issuer is made and intended not as the personal representation or undertaking or agreement representations, undertakings and agreements by BNY Mellon Trust of BNY Delaware but solely in its capacity as Owner Trustee under the Trust Agreement is made and intended for purposes the purpose of binding only the GrantorIssuer, (iiic) nothing herein contained shall be construed as creating any liability on the part BNY Mellon Trust of BNY Delaware Delaware, individually or personally, to perform any covenant either expressed or obligation under this Agreement, either express or implied, contain implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, hereto and (ivd) under no circumstances shall BNY Mellon Trust of Delaware be personally liable for the payment of any indebtedness or expenses of the Grantor Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Grantor (pursuant Issuer under this Bond Purchase Agreement or any other related documents. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to direction to us the enclosed duplicate hereof, whereupon this Agreement will become a binding agreement between the undersigned in accordance with its terms. Very truly yours, HASI SYB TRUST 2015-1, a Delaware statutory trust, as Issuer By: BNY MELLON TRUST OF DELAWARE, not in its individual capacity, but solely as Owner Trustee under the Trust Agreement) under this By /s/ XxXxx X. XxXxxx Name: XxXxx X. XxXxxx Title: Vice President a Delaware limited liability company, as Depositor By /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: President and Chief Executive Officer The foregoing Bond Purchase Agreement is hereby confirmed and any other agreement related heretoaccepted: as Purchaser By: Name: Title: [ REDACTED ], (v) BNY Delaware has not verified as Purchaser By: [ REDACTED ], By: Name: Title: [ REDACTED ], as Purchaser By: [ REDACTED ], By: Name: Title: 1. Purchasers 2. Issuer 3. Depositor 1. Issuer Subsidiaries 2. Issuer Directors and has conducted no investigation with respect to the accuracy or completeness of any representation, warranty or covenant of the Grantor and (vi) BNY Delaware shall be entitled to all of the protections, exculpations, limitations on liability, immunities and rights (including resignation rights) hereunder as are extended to the Owner Trustee under the Trust Agreement (and all such provisions shall be deemed incorporated herein by reference).Senior Officers

Owner Trustee. It is expressly understood and agreed by and among all of the parties to this Agreement that Parties hereto that, except as otherwise expressly provided herein or in any other Purchase Document, (i) this Agreement is executed and delivered by the Grantor by BNY Mellon Trust of Delaware (“BNY Delaware”) Seller, acting not in its individual capacity capacity, but solely as Owner Trustee on behalf of owner trustee under the Grantor (the “Owner Trustee”) created by the Amended and Restated Trust Agreement dated as of the date hereof, between the Owner Trustee and Carvana Receivables Depositor LLCAgreement, as depositorapplicable, as amended, modified, or restated from time to time (the “Trust Agreement”) in the exercise of the powers power and authority conferred upon and vested in itit as owner trustee thereunder, (ii) save to the extent expressly stated otherwise, all of the undertakings and agreements made herein by Seller and Purchaser are not personal undertakings and agreements but are binding on the Seller and Purchaser, as directed in the case may be, only to the extent that they are satisfied out of the trust estate created under the Trust Agreement, (ii) each of the representations, undertakings and agreements herein made by the Grantor in this Agreement is made and intended not as the personal representation or undertaking or agreement of BNY Delaware but solely in its capacity as Owner Trustee under the Trust Agreement and intended for purposes of binding only the Grantor, (iii) except as set forth in the proviso to this sentence, nothing herein contained shall be construed as creating any liability on of Xxxxx Fargo Trust Company, National Association or any incorporator or any past, present or future subscriber to the part capital stock of, or stockholder, officer or director of BNY Delaware individually or personallyXxxxx Fargo Trust Company, National Association to perform any covenant or obligation under this Agreementcovenant, either whether express or implied, contain contained herein, all such liability, if any, being expressly waived by each of the parties other Parties hereto and by any Person claiming by, through or under the parties heretoany such Party, and (iv) so far as Seller is concerned, each of the other Parties hereto and any person claiming by, through or under no circumstances any such Party shall BNY Delaware be personally liable look solely to the Trust for the payment performance of any indebtedness or expenses obligation under any of the Grantor or be liable for the breach or failure of any obligationinstruments referred to herein, representation, warranty or covenant made or undertaken by the Grantor (pursuant to direction to the Owner Trustee under the Trust Agreement) under this Agreement and any other agreement related hereto, (v) BNY Delaware has not verified and has conducted no investigation than with respect to claims arising from the accuracy willful misconduct or completeness gross negligence of any representationXxxxx Fargo Trust Company, warranty or covenant of National Association; provided, however, that notwithstanding anything in this section to the Grantor and (vi) BNY Delaware contrary, Xxxxx Fargo Trust Company, National Association shall be entitled to all of the protections, exculpations, limitations on liability, immunities liable (A) in its individual capacity and rights (including resignation rights) hereunder as are extended to the Owner Trustee owner trustee under the Trust Agreement to Purchaser as expressly set forth in the Trust Agreement, (B) in its individual capacity, in respect of its representations, warranties and all such provisions shall be deemed incorporated agreements made in its individual capacity as expressly set forth herein by reference).or in any other Purchase Document to which it is a party or in any officer’s certificate of Xxxxx Fargo Trust Company, National Association delivered pursuant hereto, and