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 (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 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 (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).. CRVNA 2022-P3 Grantor Trust Agreement

Owner Trustee. It is expressly understood Not Liable for the Ownership Interest or the Mortgage Loans. The recitals contained herein and agreed by in the parties to this Agreement that Ownership Interest (i) this Agreement is executed and delivered by other than the Grantor by BNY Mellon Trust signature of Delaware (“BNY Delaware”) not in its individual capacity but solely as the Owner Trustee on behalf the Certificate) shall be taken as the statements of the Grantor (the “Owner Trustee”) created by the Amended Seller, 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 (assumes no responsibility for 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 correctness thereof. The Owner Trustee under makes no representations as to the Trust Agreement and intended for purposes validity or sufficiency 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 Transaction Document or expenses of the Grantor or be liable for Ownership Interest (other than the breach or failure signature of any obligation, representation, warranty or covenant made or undertaken by the Grantor (pursuant to direction to the Owner Trustee under on the Trust AgreementCertificate and as specified in Section 7.3 hereof) under this Agreement and or the Notes, or of any other agreement Mortgage Loans or related hereto, (v) BNY Delaware has not verified and has conducted documents. The Owner Trustee shall at no investigation time have any responsibility or liability for or with respect to the accuracy legality, validity and enforceability of any Mortgage Loan, or the perfection and priority of any security interest created by any Mortgage Loan or the maintenance of any such perfection and priority, or for or with respect to the sufficiency of the Owner Trust Estate or its ability to generate the payments to be distributed to the Transferor under this Agreement or to the Noteholders under the Indenture, including, without limitation: the existence, condition and ownership of any Mortgaged Property; the existence and enforceability of any insurance thereon; the existence and contents of any Mortgage Loan on any computer or other record thereof; the validity of the assignment of any Mortgage Loan to the Trust or of any intervening assignment; the completeness of any representationMortgage Loan; the performance or enforcement of any Mortgage Loan; the compliance by the Depositor, the Seller or the Servicer with any warranty or covenant representation made under any Transaction Document or in any related document or the accuracy of any such warranty or representation or any action of the Grantor and (vi) BNY Delaware shall be entitled to all Depositor, the Seller, the Indenture Trustee, the Administrator or the Servicer or any subservicer taken in the name 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)Trustee.

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 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

Owner Trustee. It is expressly understood (h) 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 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 HA LAND LEASE HOLDINGS, LLC 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: [ REDACTED ], (v) BNY Delaware has not verified and has conducted no investigation with respect to the accuracy or completeness of any representationas Purchaser By: Name: Title: [ REDACTED ], warranty or covenant of the Grantor and (vi) BNY Delaware shall be entitled to all of the protectionsas Purchaser By: [ REDACTED ], exculpationsBy: Name: Title: [ REDACTED ], limitations on liabilityas Purchaser By: [ REDACTED ], 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).By: Name: Title: SCHEDULE 1

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 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).. * * * * * EXHIBIT 4.3

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.