SALE AND SERVICING AGREEMENT



 EXHIBIT 10.1 – SALE AND SERVICING AGREEMENT 
  
 [EXECUTION COPY] 
  
 CARMAX AUTO OWNER TRUST 2005-3, 
 as Issuer, 
  
 CARMAX AUTO FUNDING
LLC, 
 as Depositor, 
  
 and 
  
 CARMAX BUSINESS SERVICES, LLC, 
 as Servicer 
  

  
 SALE AND SERVICING AGREEMENT 
 Dated as of December 1, 2005 
  








 TABLE OF CONTENTS 
  


					
	 	  	 	  	Page


	ARTICLE I	  	 
	DEFINITIONS	  	 
			
	 SECTION 1.1
	  	Definitions	  	1
	 SECTION 1.2
	  	Other Definitional Provisions	  	18
		
	ARTICLE II	  	 
	TRUST PROPERTY	  	 
			
	 SECTION 2.1
	  	Conveyance of Trust Property	  	18
	 SECTION 2.2
	  	Representations and Warranties of the Seller as to the Receivables	  	20
	 SECTION 2.3
	  	Representations and Warranties of the Depositor as to the Receivables	  	20
	 SECTION 2.4
	  	Repurchase by Depositor upon Breach	  	24
	 SECTION 2.5
	  	Custody of Receivable Files	  	24
	 SECTION 2.6
	  	Duties of Servicer as Custodian	  	25
	 SECTION 2.7
	  	Instructions; Authority to Act	  	26
	 SECTION 2.8
	  	Indemnification of the Custodian	  	26
	 SECTION 2.9
	  	Effective Period and Termination	  	27
		
	ARTICLE III	  	 
	ADMINISTRATION AND SERVICING OF RECEIVABLES AND OTHER	  	 
	TRUST PROPERTY	  	 
			
	 SECTION 3.1
	  	Duties of Servicer	  	28
	 SECTION 3.2
	  	Collection and Allocation of Receivable Payments	  	28
	 SECTION 3.3
	  	Realization upon Receivables	  	29
	 SECTION 3.4
	  	Physical Damage Insurance	  	29
	 SECTION 3.5
	  	Maintenance of Security Interests in Financed Vehicles	  	29
	 SECTION 3.6
	  	Amendment of Receivable Terms	  	30
	 SECTION 3.7
	  	Purchase by Servicer upon Breach	  	30
	 SECTION 3.8
	  	Servicing Compensation	  	30
	 SECTION 3.9
	  	Servicer’s Certificate	  	30
	 SECTION 3.10
	  	Annual Statement as to Compliance; Notice of Event of Servicing Termination	  	31
	 SECTION 3.11
	  	Annual Independent Certified Public Accountants’ Reports	  	32
	 SECTION 3.12
	  	Access to Certain Documentation and Information Regarding Receivables	  	32
	 SECTION 3.13
	  	Reports to the Commission	  	33
	 SECTION 3.14
	  	Reports to Rating Agencies	  	33

  

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	ARTICLE IV	  	 
	DISTRIBUTIONS; RESERVE ACCOUNT; STATEMENTS TO NOTEHOLDERS	  	 
	AND CERTIFICATEHOLDERS	  	 
			
	 SECTION 4.1
	  	Accounts	  	33
	 SECTION 4.2
	  	Collections	  	35
	 SECTION 4.3
	  	Application of Collections	  	35
	 SECTION 4.4
	  	Simple Interest Advances and Unreimbursed Servicer Advances	  	36
	 SECTION 4.5
	  	Additional Deposits	  	36
	 SECTION 4.6
	  	Determination Date Calculations; Application of Available Funds; Application of Secondary Reserve Account Draw Amount	  	36
	 SECTION 4.7
	  	Reserve Account	  	39
	 SECTION 4.8
	  	Net Deposits	  	41
	 SECTION 4.9
	  	Statements to Noteholders and Certificateholders	  	41
	 SECTION 4.10
	  	Control of Securities Accounts	  	42
	 SECTION 4.11
	  	Secondary Reserve Account	  	42
		
	ARTICLE V	  	 
	[RESERVED]	  	 
		
	ARTICLE VI	  	 
	THE DEPOSITOR	  	 
			
	 SECTION 6.1
	  	Representations and Warranties of Depositor	  	44
	 SECTION 6.2
	  	Liability of Depositor; Indemnities	  	46
	 SECTION 6.3
	  	Merger or Consolidation of, or Assumption of the Obligations of, Depositor	  	47
	 SECTION 6.4
	  	Limitation on Liability of Depositor and Others	  	48
	 SECTION 6.5
	  	Depositor May Own Notes or Certificates	  	48
	 SECTION 6.6
	  	[RESERVED]	  	48
	 SECTION 6.7
	  	Certain Limitations	  	48
		
	ARTICLE VII	  	 
	THE SERVICER	  	 
			
	 SECTION 7.1
	  	Representations and Warranties of Servicer	  	50
	 SECTION 7.2
	  	Liability of Servicer; Indemnities	  	51
	 SECTION 7.3
	  	Merger or Consolidation of, or Assumption of the Obligations of, Servicer	  	53
	 SECTION 7.4
	  	Limitation on Liability of Servicer and Others	  	53
	 SECTION 7.5
	  	Delegation of Duties	  	54
	 SECTION 7.6
	  	Servicer Not to Resign	  	54
	 SECTION 7.7
	  	Servicer May Own Notes or Certificates	  	54

  

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	ARTICLE VIII	  	 
	SERVICING TERMINATION	  	 
			
	 SECTION 8.1
	  	Events of Servicing Termination	  	54
	 SECTION 8.2
	  	Indenture Trustee to Act; Appointment of Successor Servicer	  	56
	 SECTION 8.3
	  	Effect of Servicing Transfer	  	57
	 SECTION 8.4
	  	Notification to Noteholders, Certificateholders and Rating Agencies	  	58
	 SECTION 8.5
	  	Waiver of Past Events of Servicing Termination	  	58
	 SECTION 8.6
	  	Repayment of Advances	  	58
		
	ARTICLE IX	  	 
	TERMINATION	  	 
			
	 SECTION 9.1
	  	Optional Purchase of All Receivables	  	58
		
	ARTICLE X	  	 
	MISCELLANEOUS PROVISIONS	  	 
			
	 SECTION 10.1
	  	Amendment	  	59
	 SECTION 10.2
	  	Protection of Title to Trust	  	60
	 SECTION 10.3
	  	GOVERNING LAW	  	63
	 SECTION 10.4
	  	Notices	  	63
	 SECTION 10.5
	  	Severability of Provisions	  	63
	 SECTION 10.6
	  	Assignment	  	63
	 SECTION 10.7
	  	Further Assurances	  	64
	 SECTION 10.8
	  	No Waiver; Cumulative Remedies	  	64
	 SECTION 10.9
	  	Third-Party Beneficiaries	  	64
	 SECTION 10.10
	  	Actions by Noteholder or Certificateholders	  	64
	 SECTION 10.11
	  	Counterparts	  	64
	 SECTION 10.12
	  	No Bankruptcy Petition	  	64
	 SECTION 10.13
	  	Limitation of Liability of Owner Trustee and Indenture Trustee	  	65

  
 SCHEDULES 

 

			
	 SCHEDULE 1
	  	Receivable Schedule
	 SCHEDULE 2
	  	 Locationof Receivable Files


  
 EXHIBITS 
  

			
	 EXHIBIT A
	  	Form of Servicer’s Certificate
	 EXHIBIT B
	  	Form of Statement to Noteholders
	 EXHIBIT C
	  	Form of Statement to Certificateholders

  

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 SALE AND SERVICING AGREEMENT, dated as of December 1, 2005 (as amended, supplemented or otherwise
modified and in effect from time to time, this “Agreement”), among CARMAX AUTO OWNER TRUST 2005-3, a Delaware statutory trust (the “Trust”), CARMAX AUTO FUNDING LLC, a Delaware limited liability company (the
“Depositor”), and CARMAX BUSINESS SERVICES, LLC, a Delaware limited liability company (“CarMax”), as servicer (in such capacity, the “Servicer”). 
  
 WHEREAS, the Trust desires to purchase certain motor vehicle retail
installment sale contracts originated or acquired by CarMax in the ordinary course of business and sold to the Depositor as of the date hereof; 
  
 WHEREAS, the Depositor is willing to sell such contracts to the Trust as of the date hereof; and 
  
 WHEREAS, the Servicer is willing to service such contracts on behalf of the
Trust; 
  
 NOW, THEREFORE, in consideration of the mutual
covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 
  
 ARTICLE I 
 DEFINITIONS 
  
 SECTION 1.1 Definitions.
Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires, whenever capitalized shall have the following meanings: 
  
 “Additional Note Interest” shall mean, for any Distribution Date and any Class of Notes, the sum of
(i) all accrued but unpaid Monthly Note Interest for previous Distribution Dates for such Class plus (ii) to the extent permitted by law, interest on such accrued but unpaid Monthly Note Interest at the Note Rate applicable to such
Class. 
  
 “Additional Servicing Fee” shall mean,
for any Collection Period, if a successor Servicer has been appointed pursuant to Section 8.2, the amount, if any, by which (i) the compensation payable to such successor Servicer for such Collection Period exceeds (ii) the Monthly
Servicing Fee for such Collection Period. 
  
 “Affiliate” shall mean, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under direct or indirect common control with such Person. For purposes of this definition,
“control” when used with respect to any Person shall mean the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise.

  
 “Amount Financed” shall mean, with respect to
any Receivable, the aggregate amount advanced under such Receivable toward the purchase price of the related Financed 







 Vehicle and any related costs, including accessories, extended warranty contracts, insurance premiums and other items
customarily financed as part of a motor vehicle retail installment sale contract. 
  
 “Applicable Tax State” shall mean, as of any date, (i) any State in which the Owner Trustee maintains the Corporate Trust Office, (ii) any State in which the Owner Trustee maintains its
principal executive offices and (iii) any State in which the Servicer regularly conducts servicing and collection activities (other than purely ministerial activities) with respect to a material portion of the Receivables. 
  
 “APR” shall mean, with respect to any Receivable, the annual
percentage rate of interest stated in such Receivable. 
  
 “Authorized Officer” shall mean, as applicable, (i) any officer within the Corporate Trust Office of the Indenture Trustee, including any vice president, assistant vice president, secretary or assistant secretary, or
any financial services officer of the Indenture Trustee customarily performing functions similar to those performed by any of the above designated officers and also, with respect to a particular matter, any other officer of the Indenture Trustee to
whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject or (ii) any officer within the Corporate Trust Office of the Owner Trustee, including any senior vice president, vice
president, assistant vice president, assistant secretary, assistant treasurer or trust officer of the Owner Trustee customarily performing functions similar to those performed by any of the above designated officers and also, with respect to a
particular matter, any other officer of the Owner Trustee to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject. 
  
 “Available Collections” shall mean, for any Distribution Date, (i) all Obligor payments received with
respect to the Receivables during the preceding Collection Period, (ii) all Liquidation Proceeds received with respect to the Receivables during the preceding Collection Period, (iii) all interest earned on funds on deposit in the
Collection Account during the preceding Collection Period, (iv) the aggregate Purchase Amount deposited in the Collection Account on the Business Day preceding such Distribution Date, (v) all prepayments received with respect to the
Receivables during the preceding Collection Period attributable to any refunded item included in the Amount Financed (including amounts received as a result of rebates of extended warranty contract costs and insurance premiums and proceeds received
under physical damage, theft, credit life and credit disability insurance policies) and (vi) all Simple Interest Advances deposited into the Collection Account by the Servicer on the Business Day preceding such Distribution Date;
provided, however, that Available Collections for any Distribution Date shall not include any payments or other amounts (including Liquidation Proceeds) received with respect to any Purchased Receivable the Purchase Amount for which
was included in Available Collections for a previous Distribution Date; provided further, that Available Collections for any Distribution Date shall not include any payments or other amounts (including Liquidation Proceeds) received
with respect to any Receivable to the extent that the Servicer has made an unreimbursed Simple Interest Advance with respect to such Receivable and is entitled to reimbursement from such payments or other amounts pursuant to Section 4.4; and,
provided further, that Available Collections for any Distribution Date shall not include any payments or other amounts (including Liquidation Proceeds) received with respect to the Receivables that are retained by the Servicer as
reimbursement for Unreimbursed Servicer Advances pursuant to Section 4.4. 
  

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 “Available Funds” shall mean, for any Distribution Date, the sum of (i) the
Available Collections for such Distribution Date plus (ii) the Reserve Account Draw Amount, if any, for such Distribution Date (to the extent deposited in the Collection Account). 
  
 “Business Day” shall mean any day other than a Saturday, a
Sunday or a day on which banking institutions or trust companies in New York, New York, Wilmington, Delaware, Minneapolis, Minnesota or Richmond, Virginia are authorized or obligated by law, executive order or governmental decree to remain closed.

  
 “CarMax” shall mean CarMax Business Services,
LLC, a Delaware limited liability company, and its successors and assigns. 
  
 “CarMax Auto” shall mean CarMax Auto Superstores, Inc., a Virginia corporation, and its successors and assigns. 
  

“CarMax, Inc.” shall mean CarMax, Inc., a Virginia corporation, and its successors and assigns. 
  
 “CarMax Fiscal Year” shall mean the period commencing on
March 1 of any year and ending on February 28 (or February 29, if applicable) of the following year. 
  
 “CarMax Funding” shall mean CarMax Auto Funding LLC, a Delaware limited liability company, and its successors and assigns. 
  
 “Certificate” shall have the meaning specified in the Trust
Agreement. 
  
 “Certificate Payment Account”
shall mean the account established and maintained as such pursuant to Section 4.1(c). 
  
 “Certificate Percentage Interest” shall mean, with respect to a Certificate, the percentage specified on such Certificate as the Certificate Percentage Interest, which percentage represents the
beneficial interest of such Certificate in the Trust. The initial Certificate Percentage Interest held by the Depositor shall be 100%. 
  
 “Certificateholder” shall have the meaning specified in the Trust Agreement. 
  
 “Class” shall mean a class of Notes, which may be the
Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes or the Class C Notes. 
  
 “Class A Notes” shall mean the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes.

  
 “Class A-1 Final Distribution Date” shall
mean the December 2006 Distribution Date. 
  

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 “Class A-1 Monthly Interest” shall mean (i) for the initial Distribution Date,
$302,387.84, and (ii) for any Distribution Date thereafter, the product of (A) the actual number of days elapsed during the period from and including the preceding Distribution Date to but excluding such Distribution Date divided by 360,
(B) the Class A-1 Rate and (C) the outstanding principal balance of the Class A-1 Notes as of the preceding Distribution Date (after giving effect to all payments of principal made to the Holders of the Class A-1 Notes on or
before such preceding Distribution Date). 
  
 “Class A-1
Notes” shall mean the 4.44688% Class A-1 Asset-Backed Notes issued by the Trust pursuant to the Indenture in the initial aggregate principal amount of $72,000,000. 
  
 “Class A-1 Rate” shall mean 4.44688% per annum. 
  
 “Class A-2 Final Distribution Date” shall mean the September
2008 Distribution Date. 
  
 “Class A-2 Monthly
Interest” shall mean (i) for the initial Distribution Date, $564,475.56, and (ii) for any Distribution Date thereafter, one-twelfth of the product of (A) the Class A-2 Rate and (B) the outstanding principal balance
of the Class A-2 Notes as of the preceding Distribution Date (after giving effect to all payments of principal made to the Holders of the Class A-2 Notes on or before such preceding Distribution Date). 
  
 “Class A-2 Notes” shall mean the 4.82% Class A-2
Asset-Backed Notes issued by the Trust pursuant to the Indenture in the initial aggregate principal amount of $136,000,000. 
  
 “Class A-2 Rate” shall mean 4.82% per annum. 
  
 “Class A-3 Final Distribution Date” shall mean the March 2010 Distribution Date. 
  
 “Class A-3 Monthly Interest” shall mean (i) for the
initial Distribution Date, $579,872.22, and (ii) for any Distribution Date thereafter, one-twelfth of the product of (A) the Class A-3 Rate and (B) the outstanding principal balance of the Class A-3 Notes as of the preceding
Distribution Date (after giving effect to all payments of principal made to the Holders of the Class A-3 Notes on or before such preceding Distribution Date). 
  
 “Class A-3 Notes” shall mean the 4.81% Class A-3 Asset-Backed Notes issued by the Trust pursuant to
the Indenture in the initial aggregate principal amount of $140,000,000. 
  
 “Class A-3 Rate” shall mean 4.81% per annum. 
  
 “Class A-4 Final Distribution Date” shall mean the January 2011 Distribution Date. 
  
 “Class A-4 Monthly Interest” shall mean (i) for the
initial Distribution Date, $326,617.29, and (ii) for any Distribution Date thereafter, one-twelfth of the product of (A) the Class A-4 Rate and (B) the outstanding principal balance of the Class A-4 Notes as of the preceding
Distribution Date (after giving effect to all payments of principal made to the Holders of the Class A-4 Notes on or before such preceding Distribution Date). 
  

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 “Class A-4 Notes” shall mean the 4.91% Class A-4 Asset-Backed Notes issued by the
Trust pursuant to the Indenture in the initial aggregate principal amount of $77,250,000. 
  
 “Class A-4 Rate” shall mean 4.91% per annum. 
  
 “Class B Final Distribution Date” shall mean the June 2011 Distribution Date. 
  
 “Class B Monthly Interest” shall mean (i) for the
initial Distribution Date, $64,480.00, and (ii) for any Distribution Date thereafter, one-twelfth of the product of (A) the Class B Rate and (B) the outstanding principal balance of the Class B Notes as of the preceding Distribution
Date (after giving effect to all payments of principal made to the Holders of the Class B Notes on or before such preceding Distribution Date). 
  
 “Class B Notes” shall mean the 5.12% Class B Asset-Backed Notes issued by the Trust pursuant to the Indenture in the initial aggregate
principal amount of $14,625,000. 
  
 “Class B
Rate” shall mean 5.12% per annum. 
  
 “Class
C Final Distribution Date” shall mean the June 2012 Distribution Date. 
  
 “Class C Monthly Interest” shall mean (i) for the initial Distribution Date, $46,819.69, and (ii) for any Distribution Date thereafter, one-twelfth of the product of (A) the Class C
Rate and (B) the outstanding principal balance of the Class C Notes as of the preceding Distribution Date (after giving effect to all payments of principal made to the Holders of the Class C Notes on or before such preceding Distribution Date).

  
 “Class C Notes” shall mean the 5.37% Class C
Asset-Backed Notes issued by the Trust pursuant to the Indenture in the initial aggregate principal amount of $10,125,000. 
  
 “Class C Rate” shall mean 5.37% per annum. 
  

“Class Final Distribution Date” shall mean, as applicable, the Class A-1 Final Distribution Date, the Class A-2 Final
Distribution Date, the Class A-3 Final Distribution Date, the Class A-4 Final Distribution Date, the Class B Final Distribution Date or the Class C Final Distribution Date. 
  
 “Closing Date” shall mean December 14, 2005. 
  
 “Collection Account” shall mean the account established and
maintained as such pursuant to Section 4.1(a). 
  
 “Collection Period” shall mean each calendar month during the term of this Agreement or, in the case of the initial Collection Period, the period from but excluding the Cutoff Date to and including December 31, 2005.

  

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 “Commission” shall mean the Securities and Exchange Commission, and its successors.

  
 “Computer Tape” shall mean any computer tape
or compact disk generated by the Seller which provides information relating to the Receivables and which was used by the Seller in selecting the Receivables sold to the Depositor under the Receivables Purchase Agreement on the Closing Date.

  
 “Consolidated Tangible Net Worth” shall mean,
as of any date, all amounts which, in conformity with generally accepted accounting principles, would be included under stockholder’s equity on the consolidated balance sheet of CarMax, Inc. as of such date; provided, however,
that, in any event, such amounts shall be net of (i) amounts carried on the consolidated financial statements of CarMax, Inc. for any write-up in the book value of any assets of CarMax, Inc. resulting from the revaluation thereof subsequent to
February 29, 2004, (ii) treasury stock, (iii) intangible assets and (iv) indebtedness owing from officers, employees, shareholders or affiliates of CarMax, Inc. (but only if the aggregate amount of such indebtedness exceeds
$1,000,000). 
  
 “Controlling Class” shall mean
(i) the Class A Notes so long as any Class A Notes are Outstanding, (ii) thereafter the Class B Notes so long as any Class B Notes are Outstanding and (iii) thereafter the Class C Notes as long as any Class C Notes are
Outstanding. 
  
 “Corporate Trust Office” shall
mean, as applicable, (i) the principal office of the Indenture Trustee at which at any particular time its corporate trust business shall be administered, which office at the date of the execution of this Agreement is located at Wells Fargo
Center, MAC N9311-161, Sixth and Marquette, Minneapolis, Minnesota, 55479 Attention: Asset Backed Securities Department, or at such other address as the Indenture Trustee may designate from time to time by notice to the Noteholders, the Owner
Trustee, the Depositor, the Seller and the Servicer, or the principal corporate trust office of any successor Indenture Trustee at the address designated by such successor Indenture Trustee by notice to the Noteholders, the Owner Trustee, the
Depositor, the Seller and the Servicer or (ii) the principal office of the Owner Trustee at which at any particular time its corporate trust business shall be administered, which office at the date of the execution of this Agreement is located
at 101 Barclay Street, 8W, New York, New York, 10286, Attention: Corporate Trust Division, Asset Backed Securities Group, or at such other address as the Owner Trustee may designate from time to time by notice to the Certificateholders, the
Indenture Trustee, the Depositor, the Seller and the Servicer, or the principal corporate trust office of any successor Owner Trustee at the address designated by such successor Owner Trustee by notice to the Certificateholders, the Indenture
Trustee, the Depositor, the Seller and the Servicer. 
  
 “Cutoff Date” shall mean November 30, 2005. 
  
 “Defaulted Receivable” shall mean a Receivable as to which (i) any payment, or any part of any payment, due under such Receivable has become 120 days or more delinquent (whether or not the
Servicer has repossessed the related Financed Vehicle), (ii) the Servicer has repossessed and sold the related Financed Vehicle or (iii) the Servicer has determined in accordance with its customary practices that such Receivable is
uncollectible; provided, 
  

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 however, that a Receivable shall not be classified as a Defaulted Receivable until the last day of the Collection
Period during which one of the foregoing events first occurs; and, provided further, that a Purchased Receivable shall not be deemed to be a Defaulted Receivable. 
  
 “Delaware Trustee” shall mean The Bank of New York (Delaware), a Delaware banking corporation, not in its
individual capacity but solely as Delaware Trustee under the Trust Agreement, and any successor Delaware Trustee under the Trust Agreement. 
  
 “Depositor” shall mean CarMax Funding. 
  
 “Determination Date” shall mean the sixth day preceding each Distribution Date or, if such sixth day is not a Business Day, the following
Business Day, commencing on January 11, 2006. 
  
 “Distribution Date” shall mean the 15th day of each month or, if such 15th day is not a Business Day, the following Business Day, commencing on January 17, 2006. 
  
 “Eligible Institution” shall mean (i) the corporate
trust department of the Indenture Trustee or the Owner Trustee or (ii) any other depository institution organized under the laws of the United States or any State or incorporated under the laws of a foreign jurisdiction with a branch or agency
located in the United States or any State qualified to take deposits and subject to supervision and examination by federal or state banking authorities which at all times has either a long-term unsecured debt rating of at least Baa3 from
Moody’s or a long-term unsecured debt rating, a short-term unsecured debt rating or a certificate of deposit rating acceptable to Moody’s and whose deposits are insured by the Federal Deposit Insurance Corporation; provided,
however, that (A) the commercial paper, short-term debt obligations or other short-term deposits of the depository institution described in clause (ii) above must be rated at least Prime-1 by Moody’s and at least A-1+ by
Standard & Poor’s if deposits are to be held in an account maintained with such depository institution pursuant to this Agreement for fewer than 30 days and (B) the long-term unsecured debt obligations of the depository
institution described in clause (ii) above must be rated at least AA- by Standard & Poor’s if deposits are to be held in an account maintained with such depository institution pursuant to this Agreement for more than 30 days.

  
 “Eligible Servicer” shall mean a Person
which, at the time of its appointment as Servicer, (i) has a net worth of not less than $50,000,000, (ii) is servicing a portfolio of motor vehicle retail installment sale contracts and/or motor vehicle loans, (iii) is legally
qualified, and has the capacity, to service the Receivables, (iv) has demonstrated the ability to service a portfolio of motor vehicle retail installment sale contracts and/or motor vehicle loans similar to the Receivables professionally and
competently in accordance with standards of skill and care that are consistent with prudent industry standards and (v) is qualified and entitled to use pursuant to a license or other written agreement, and agrees to maintain the confidentiality
of, the software which the Servicer uses in connection with performing its duties and responsibilities under this Agreement or obtains rights to use, or develops at its own expense, software which is adequate to perform its duties and
responsibilities under this Agreement. 
  

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 “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended.

  
 “Event of Servicing Termination” shall mean
an event specified in Section 8.1. 
  
 “Excess
Collections” shall have the meaning specified in Section 2.8(a)(xiii) of the Indenture. 
  
 “Final Scheduled Maturity Date” shall mean the June 2012 Distribution Date. 
  
 “Financed Vehicle” shall mean a new or used motor vehicle, together with all accessions thereto, securing
an Obligor’s indebtedness under a Receivable. 
  
 “Fiscal Quarter” shall mean a fiscal quarter of a CarMax Fiscal Year. 
  
 “Holder” shall mean a Noteholder or a Certificateholder, as the case may be. 
  
 “Indenture” shall mean the Indenture, dated as of
December 1, 2005, between the Trust and the Indenture Trustee, as amended, supplemented or otherwise modified and in effect from time to time. 
  
 “Indenture Trustee” shall mean Wells Fargo Bank, National Association, a national banking association, not in its individual capacity but
solely as Indenture Trustee under the Indenture, and any successor Indenture Trustee under the Indenture. 
  
 “Initial Note Balance” shall mean, as the context may require, (i) with respect to all of the Notes, $450,000,000, or (ii) with
respect to any Note, an amount equal to the initial denomination of such Note. 
  
 “Initial Reserve Account Deposit” shall mean $2,250,000. 
  
 “Insolvency Event” shall mean, with respect to any Person, (i) the making by such Person of a general assignment for the benefit of
creditors, (ii) the filing by such Person of a voluntary petition in bankruptcy, (iii) such Person being adjudged bankrupt or insolvent, or having had entered against such Person an order for relief in any bankruptcy or insolvency
proceeding, (iv) the filing by such Person of a petition or answer seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation, (v) the filing by such
Person of an answer or other pleading admitting or failing to contest the material allegations of a petition filed against such Person in any proceeding specified in clause (vii) below, (vi) seeking, consenting to or acquiescing in the
appointment of a trustee, receiver or liquidator of such Person or of all or any substantial part of the assets of such Person or (vii) the failure to obtain dismissal within 60 days of the commencement of any proceeding against such Person
seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation, or the entry of any order appointing a trustee, liquidator or receiver of such Person of all or any
substantial portion of the assets of such Person. 
  

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 “Lien” shall mean a security interest, lien, charge, pledge, equity or encumbrance of
any kind, other than tax liens, mechanics’ or materialmen’s liens, judicial liens and any liens that may attach to a Financed Vehicle by operation of law. 
  
 “Liquidation Proceeds” shall mean all amounts received by the Servicer with respect to any Defaulted
Receivable, net of the sum of (i) any expenses incurred by the Servicer in connection with collection of such Receivable and the disposition of the related Financed Vehicle (to the extent determinable by the Servicer and not previously
reimbursed) and (ii) any amounts required by law to be remitted to the related Obligor. 
  
 “Monthly Note Interest” shall mean, for any Distribution Date, the sum of the Class A-1 Monthly Interest, the Class A-2 Monthly Interest, the Class A-3 Monthly Interest, the
Class A-4 Monthly Interest, the Class B Monthly Interest and the Class C Monthly Interest, in each case for such Distribution Date. 
  
 “Monthly P&I” shall mean, with respect to any Receivable, the amount of each monthly installment of principal and interest payable
with respect to such Receivable in accordance with the terms thereof, exclusive of any charges allocable to the financing of any insurance premium and charges which represent late payment charges or extension fees. 
  
 “Monthly Remittance Condition” shall have the meaning
specified in Section 4.2. 
  
 “Monthly Servicing
Fee” shall mean, for any Collection Period, the fee payable to the Servicer on the following Distribution Date for services rendered during such Collection Period as determined pursuant to Section 3.8. 
  
 “Moody’s” shall mean Moody’s Investors Service,
Inc., and its successors. 
  
 “Net Losses” shall
mean, with respect to any Collection Period, the excess, if any, of (i) the aggregate Principal Balance of all Receivables that became Defaulted Receivables during such Collection Period over (ii) the aggregate Liquidation Proceeds
received by the Servicer during such Collection Period. 
  
 “Note Balance” shall mean, at any time, as the context may require, (i) with respect to all of the Notes, an amount equal to, initially, the Initial Note Balance and, thereafter, an amount equal to the Initial Note
Balance as reduced from time to time by all amounts allocable to principal previously distributed to the Noteholders or (ii) with respect to any Note, an amount equal to, initially, the initial denomination of such Note and, thereafter, an
amount equal to such initial denomination as reduced from time to time by all amounts allocable to principal previously distributed in respect of such Note; provided, however, that in determining whether the Holders of Notes evidencing
the requisite percentage of the Note Balance have given any request, demand, authorization, direction, notice, consent or waiver hereunder or under any other Transaction Document, Notes owned by the Trust, any other obligor upon the Notes, the
Depositor, the Seller, the Servicer or any Affiliate of any of the foregoing Persons shall be disregarded and deemed to be excluded from the Note Balance (unless such Persons own 100% of the Note Balance), except that, in determining whether the
Indenture Trustee or the Owner Trustee shall be protected in relying on any such request, demand, authorization, direction, notice, consent or waiver, only Notes that a Responsible Officer of the Indenture Trustee or the 
  

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 Owner Trustee, as applicable, knows to be so owned shall be so disregarded; and, provided further, that
Notes that have been pledged in good faith may be regarded as included in the Note Balance if the pledgee establishes to the satisfaction of the Indenture Trustee or the Owner Trustee, as applicable, the pledgee’s right so to act with respect
to such Notes and that the pledgee is not the Trust, any other obligor upon the Notes, the Depositor, the Seller, the Servicer or any Affiliate of any of the foregoing Persons. 
  
 “Note Payment Account” shall mean the account established and maintained as such pursuant to
Section 4.1(b). 
  
 “Note Pool Factor” shall
mean, with respect to any Class of Notes as of any Distribution Date, a seven-digit decimal figure equal to the outstanding principal balance of such Class as of such Distribution Date (after giving effect to any reductions of such outstanding
principal balance to be made on such Distribution Date) divided by the original outstanding principal balance of such Class. 
  
 “Note Rate” shall mean, in the case of the Class A-1 Notes, the Class A-1 Rate, in the case of the Class A-2 Notes, the
Class A-2 Rate, in the case of the Class A-3 Notes, the Class A-3 Rate, in the case of the Class A-4 Notes, the Class A-4 Rate, in the case of the Class B Notes, the Class B Rate and in the case of the Class C Notes, the
Class C Rate. 
  
 “Noteholder” shall mean a
Person in whose name a Note is registered on the Note Register. 
  
 “Obligor” shall mean the purchaser or co-purchasers of a Financed Vehicle purchased in whole or in part by the execution and delivery of a Receivable or any other Person who owes or may be liable for payments under a
Receivable. 
  
 “Officer’s Certificate”
shall mean a certificate signed by the chairman, the president, any executive vice president, any senior vice president, any vice president or the treasurer of the Depositor or the Servicer, as the case may be, and delivered to the Owner Trustee and
the Indenture Trustee. 
  
 “Opinion of Counsel”
shall mean one or more written opinions of counsel who may, except as otherwise expressly provided in this Agreement, be an employee of, or outside counsel to, the Depositor or the Servicer and who shall be acceptable to the Indenture Trustee, the
Owner Trustee or the Rating Agencies, as applicable. 
  
 “Overcollateralization Target Amount” shall mean, for any Distribution Date, 1.45% of the Pool Balance as of the last day of the preceding Collection Period; provided, however, that such amount shall not be
less than $2,250,000. 
  
 “Owner Trust Estate”
shall have the meaning specified in the Trust Agreement. 
  
 “Owner Trustee” shall mean The Bank of New York, a New York banking corporation, not in its individual capacity but solely as Owner Trustee under the Trust Agreement, and any successor Owner Trustee under the Trust
Agreement. 
  

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 “Permitted Investments” shall mean, on any date of determination, book-entry securities,
negotiable instruments or securities represented by instruments in bearer or registered form which evidence: 
  
 (i) direct obligations of, and obligations fully guaranteed by, the United States or any agency or instrumentality thereof the obligations
of which are backed by the full faith and credit of the United States; 
  
 (ii) demand deposits, time deposits, bankers’ acceptances or certificates of deposit of any depository institution or trust company incorporated under the laws of the United States or any State (or any domestic
branch of a foreign bank) and subject to supervision and examination by federal or state banking or depository institution authorities; provided, however, that such investment shall not have an “r” highlighter affixed to its
rating and its terms shall have a predetermined fixed dollar amount of principal due at maturity that cannot vary or change; and, provided further, that, at the time of the investment, the commercial paper or other short-term unsecured
debt obligations (other than such obligations the rating of which is based on the credit of a Person other than such depository institution or trust company) of such depository institution or trust company shall have a rating from
Standard & Poor’s of at least “A-1+” and from Moody’s of at least “Prime-1”; 
  
 (iii) repurchase obligations with respect to any security that is a direct obligation of, or fully guaranteed by, the United States or any
agency or instrumentality thereof the obligations of which are backed by the full faith and credit of the United States, in either case entered into with a depository institution or trust company (acting as principal) described in clause
(ii) above; 
  
 (iv) short-term corporate
securities bearing interest or sold at a discount issued by any corporation incorporated under the laws of the United States or any state thereof; provided, however, that such investment shall not have an “r” highlighter
affixed to its rating and its terms shall have a predetermined fixed dollar amount of principal due at maturity that cannot vary or change; and, provided further, that, at the time of the investment, the short-term unsecured debt
obligations (other than such obligations the rating of which is based on the credit of a Person other than such corporation) of such corporation shall have a rating from Standard & Poor’s of at least “AAA” and from
Moody’s of at least “Aaa”; 
  
 (v)
commercial paper having, at the time of the investment, a rating from Standard & Poor’s of at least “A-1+” and from Moody’s of at least “Prime-1”; provided, however, that such investment shall not
have an “r” highlighter affixed to its rating and its terms shall have a predetermined fixed dollar amount of principal due at maturity that cannot vary or change; 
  
 (vi) guaranteed investment contracts issued by an insurance company or other corporation as to which the
Rating Agency Condition shall have been satisfied; 
  

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 (vii) investments in money market funds having a rating from Standard &
Poor’s of at least “AAA-m” or “AAAm-G” and from Moody’s of at least “Aaa” (including funds for which the Indenture Trustee or the Owner Trustee or any of their respective Affiliates is investment manager or
advisor); and 
  
 (viii) any other investment as
to which the Rating Agency Condition shall have been satisfied. 
  
 “Person” shall mean a legal person, including any individual, corporation, estate, partnership, joint venture, association, joint stock company, limited liability company, limited liability partnership, trust,
unincorporated organization, or government or any agency or political subdivision thereof, or any other entity of whatever nature. 
  
 “Pool Balance” shall mean, as of the last day of any Collection Period, the aggregate Principal Balance of the Receivables as of such
last day; provided, however, that if the Receivables are purchased by the Servicer pursuant to Section 9.1(a) or are sold or otherwise liquidated by the Indenture Trustee following an Event of Default pursuant to
Section 5.4(a) of the Indenture, the Pool Balance shall be deemed to be zero as of the last day of the Collection Period during which such purchase, sale or other liquidation occurs. 
  
 “Principal Balance” shall mean, with respect to any Receivable as of any date, the Amount Financed under
such Receivable minus the sum of (i) that portion of all Scheduled Payments actually received on or prior to such date allocable to principal using the Simple Interest Method (to the extent collected) plus (ii) any rebates of
extended warranty contract costs or physical damage, theft, credit life or credit disability insurance premiums included in the Amount Financed plus (iii) any full or partial prepayment applied to reduce the unpaid principal balance of
such Receivable; provided, however, that (i) the Principal Balance of a Defaulted Receivable shall be zero as of the last day of the Collection Period during which it became a Defaulted Receivable and (ii) the Principal
Balance of a Purchased Receivable shall be zero as of the last day of the Collection Period during which it became a Purchased Receivable. 
  
 “Priority Principal Distributable Amount” shall mean, with respect to any Distribution Date, the excess, if any, of the Note Balance of
the Class A Notes as of the day preceding such Distribution Date over the Pool Balance as of the last day of the preceding Collection Period; provided, however, that the Priority Principal Distributable Amount for each
Distribution Date on or after the Class Final Distribution Date for any Class of Class A Notes shall equal the greater of (i) the amount otherwise calculated pursuant to this definition and (ii) the outstanding principal balance of
the Class A Notes of such Class as of the day preceding such Distribution Date. 
  
 “Purchase Amount” shall mean, with respect to any Distribution Date and any Receivable to be repurchased by the Depositor or purchased by the Servicer on such Distribution Date, an amount equal to the
sum of (i) the Principal Balance of such Receivable plus (ii) the amount of accrued but unpaid interest on such Principal Balance at the related APR to but excluding such Distribution Date. 
  

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 “Purchased Receivable” shall mean a Receivable as to which payment of the Purchase
Amount has been made by the Depositor pursuant to Section 2.4 or by the Servicer pursuant to Section 3.7 or 9.1. 
  
 “Rating Agencies” shall mean Moody’s and Standard & Poor’s and their respective successors; provided,
however, that if no such organization or successor is any longer in existence, Rating Agency shall mean a nationally recognized statistical rating organization or other comparable Person designated by the Trust, notice of which designation
shall have been given to the Indenture Trustee, the Owner Trustee and the Servicer. 
  
 “Rating Agency Condition” shall mean, with respect to any action, that each Rating Agency shall have been given prior notice of such action and shall have notified the Depositor, the Seller, the
Servicer, the Indenture Trustee and the Owner Trustee in writing that such action will not result in a reduction or withdrawal of the then current rating assigned by such Rating Agency to any Class of Notes. 
  
 “Receivable” shall mean a motor vehicle retail installment
sale contract identified on the Receivable Schedule (as such contract may be amended, supplemented or otherwise modified and in effect from time to time). 
  
 “Receivable File” shall mean, with respect to any Receivable, the electronic entries, documents, instruments and writings with respect to
such Receivable specified in Section 2.5. 
  
 “Receivable Schedule” shall mean the list identifying the Receivables attached as Schedule 1 to this Agreement (which list may be in the form of microfiche or compact disk). 
  
 “Receivables Purchase Agreement” shall mean the Receivables
Purchase Agreement, dated as of December 1, 2005, between the Seller and the Depositor, as amended, supplemented or otherwise modified and in effect from time to time. 
  
 “Record Date” shall mean, with respect to any Distribution Date, the close of business on the Business Day
preceding such Distribution Date; provided, however, that if Definitive Notes have been issued with respect to any Class of Notes, Record Date shall mean, with respect to any Distribution Date for such Class, the last Business Day of
the calendar month preceding such Distribution Date. 
  
 “Regular Principal Distributable Amount” shall mean, with respect to any Distribution Date, the lesser of (i) the Note Balance as of the day preceding such Distribution Date and (ii) (A) the excess, if any,
of (x) the sum of the Note Balance as of the day preceding such Distribution Date and the Overcollateralization Target Amount for such Distribution Date over (y) the Pool Balance as of the last day of the preceding Collection Period
minus (B) the sum of the Priority Principal Distributable Amount, if any, and the Secondary Principal Distributable Amount, if any, in each case for such Distribution Date; provided, however, that the Regular Principal
Distributable Amount for each Distribution Date on or after the Class C Final Distribution Date shall equal the greater of (i) the amount otherwise calculated pursuant to this definition and (ii) the outstanding principal balance of the
Class C Notes as of the day preceding such Distribution Date. 
  

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 “Related Fiscal Quarter” shall mean (i) for any Distribution Date occurring in
August, September or October, the Fiscal Quarter ending on the last day of the preceding May, (ii) for any Distribution Date occurring in November, December or January, the Fiscal Quarter ending on the last day of the preceding August,
(iii) for any Distribution Date occurring in February, March, April or May, the Fiscal Quarter ending on the last day of the preceding November and (iv) for any Distribution Date occurring in June or July, the Fiscal Quarter ending on the
last day of the preceding February. 
  
 “Relevant
UCC” shall mean the Uniform Commercial Code as in effect from time to time in any relevant jurisdiction. 
  
 “Required Payment Amount” shall have, for any Distribution Date, the meaning specified for such Distribution Date in Section 4.6(a).

  
 “Required Rating” shall mean a short-term
unsecured debt rating of Prime-1 by Moody’s and A-1+ by Standard & Poor’s. 
  
 “Required Reserve Account Amount” shall mean, for any Distribution Date, $2,250,000; provided, however, that the Required Reserve Account Amount for any Distribution Date shall not
exceed the Note Balance as of such Distribution Date (after giving effect to all payments of principal made to the Noteholders on such Distribution Date); and, provided further, that, if the Pool Balance as of the last day of the
preceding Collection Period is zero, the Required Reserve Account Amount for the related Distribution Date shall be $0. 
  
 “Required Secondary Reserve Account Amount” shall mean, for any Distribution Date, $0; provided, however, that, for any
Distribution Date on which a Secondary Reserve Account Funding Event has occurred and is continuing, Required Secondary Reserve Account Amount shall mean $1,125,000; provided further, that the Required Secondary Reserve Account Amount
for any Distribution Date shall not exceed the Note Balance as of such Distribution Date (after giving effect to all payments of principal made to the Noteholders on such Distribution Date) minus the Reserve Account Amount as of such Distribution
Date (after giving effect to all deposits to and withdrawals from the Reserve Account on such Distribution Date); and, provided further, that, if the Pool Balance as of the last day of the preceding Collection Period is zero, the
Required Secondary Reserve Account Amount for the related Distribution Date shall be $0. 
  
 “Reserve Account” shall mean the account established and maintained as such pursuant to Section 4.7(a). 
  
 “Reserve Account Amount” shall mean, for any Distribution Date, the amount on deposit in and available for withdrawal from the Reserve
Account on such Distribution Date (after giving effect to all deposits to and withdrawals from the Reserve Account on the preceding Distribution Date, or, in the case of the initial Distribution Date, the Closing Date), including all interest and
other income (net of losses and investment expenses) earned on such amount during the preceding Collection Period. 
  
 “Reserve Account Deficiency” shall have, for any Distribution Date, the meaning specified for such Distribution Date in
Section 4.6(b). 
  

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 “Reserve Account Draw Amount” shall have the meaning specified in Section 4.6(b).

  
 “Reserve Account Property” shall have the
meaning specified in Section 4.7(a). 
  
 “Responsible
Officer” shall mean (i) in the case of the Indenture Trustee, any managing director, principal, vice president, assistant vice president, assistant secretary, assistant treasurer or trust officer of the Indenture Trustee or any other
officer of the Indenture Trustee customarily performing functions similar to those performed by any of the above designated officers and, with respect to a particular corporate trust matter, any other officer of the Indenture Trustee to whom such
matter is referred because of such officer’s knowledge of and familiarity with the particular subject and (ii) in the case of the Owner Trustee, any vice president, assistant vice president, assistant secretary, assistant treasurer, trust
officer or financial services officer of the Owner Trustee or any other officer of the Owner Trustee customarily performing functions similar to those performed by any of the above designated officers and with direct responsibility for the
administration of the Trust and, with respect to a particular corporate trust matter, any other officer of the Owner Trustee to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject.

  
 “Scheduled Payment” shall mean, for any
Receivable, each payment required to be made by the related Obligor in accordance with the terms of such Receivable (after giving effect to any deferral of payments pursuant to Section 3.2 or any rescheduling of payments as a result of any
Insolvency Event with respect to such Obligor). 
  
 “Secondary Payment Amount” shall have, for any Distribution Date, the meaning specified for such Distribution Date in Section 4.6(e). 
  
 “Secondary Principal Distributable Amount” shall mean, with respect to any Distribution Date, (i) the
excess, if any, of the sum of the Note Balance of the Class A Notes and the Note Balance of the Class B Notes, in each case as of the day preceding such Distribution Date, over the Pool Balance as of the last day of the preceding Collection
Period minus (ii) the Priority Principal Distributable Amount, if any, for such Distribution Date; provided, however, that the Secondary Principal Distributable Amount for each Distribution Date on or after the Class B
Final Distribution Date shall equal the greater of (i) the amount otherwise calculated pursuant to this definition and (ii) the outstanding principal balance of the Class B Notes as of the day preceding such Distribution Date. 

 
 “Secondary Reserve Account” shall mean the account
established and maintained as such pursuant to Section 4.11(a). 
  
 “Secondary Reserve Account Amount” shall mean, for any Distribution Date, the amount on deposit in and available for withdrawal from the Secondary Reserve Account on such Distribution Date (after giving effect to all
deposits to and withdrawals from the Secondary Reserve Account on the preceding Distribution Date, or, in the case of the initial Distribution Date, the Closing Date), including all interest and other income (net of losses and investment expenses)
earned on such amount during the preceding Collection Period. 
  

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 “Secondary Reserve Account Deficiency” shall have, for any Distribution Date, the
meaning specified for such Distribution Date in Section 4.6(c). 
  
 “Secondary Reserve Account Draw Amount” shall have the meaning specified in Section 4.6(c). 
  
 “Secondary Reserve Account Funding Event” shall mean, for any Distribution Date on which CarMax, Inc. shall not have a long-term senior
unsecured debt rating of at least Ba1 from Moody’s, the failure of CarMax, Inc. to have, as of the last day of the Related Fiscal Quarter, a Consolidated Tangible Net Worth of at least $600,000,000 plus an amount equal to 50% of CarMax,
Inc.’s positive net income for each Fiscal Quarter ending on or after February 29, 2004 plus an amount equal to 100% of the net proceeds of any public offering completed after February 29, 2004 by CarMax, Inc. of (i) its
common stock, (ii) any securities convertible into or exercisable for, or any rights, warrants or options to acquire, any such common stock or any such convertible or exchangeable securities or (iii) any derivative or synthetic securities
the value of which is determined with respect to such common stock, in each case it being understood that the effect of any such offering must be to increase the Consolidated Tangible Net Worth in order for any such net proceeds to be included in
the preceding calculation. 
  
 “Secondary Reserve Account
Property” shall have the meaning specified in Section 4.11(a). 
  
 “Securities” shall have the meaning specified in Section 6.7(a). 
  
 “Securitization Trust” shall have the meaning specified in Section 6.7(a). 
  
 “Seller” shall mean CarMax, in its capacity as seller of the
Receivables under the Receivables Purchase Agreement, and its successors in such capacity. 
  
 “Servicer” shall mean CarMax, in its capacity as servicer of the Receivables under this Agreement, and its successors in such capacity. 
  
 “Servicer’s Certificate” shall have the meaning specified in Section 3.9. 
  
 “Servicing Officer” shall mean any officer of the Servicer
involved in, or responsible for, the administration and servicing of the Receivables whose name appears on a list of servicing officers attached to an Officer’s Certificate furnished on the Closing Date to the Owner Trustee and the Indenture
Trustee by the Servicer, as such list may be amended from time to time by the Servicer in writing. 
  
 “Servicing Rate” shall mean 1.00% per annum. 
  
 “Simple Interest Advance” shall mean, with respect to a Simple Interest Receivable, the amount, as of the
last day of a Collection Period, which is advanced with respect to such Simple Interest Receivable by the Servicer pursuant to Section 4.4(a). 
  
 “Simple Interest Method” shall mean the method of allocating a fixed level payment between principal and interest, pursuant to which a
portion of such payment is allocated 
  

 16 








 to interest in an amount equal to the product of the APR of the related Receivable multiplied by the unpaid Principal
Balance of such Receivable multiplied by the period of time (expressed as a fraction of a year, based on the actual number of days in the applicable calendar month and a 365-day year) elapsed since the preceding payment was made and the remainder of
such payment is allocated to principal. 
  
 “Simple
Interest Receivable” shall mean any Receivable under which each payment is allocated between principal and interest in accordance with the Simple Interest Method. 
  
 “Standard & Poor’s” shall mean Standard & Poor’s Ratings Services, a division
of The McGraw-Hill Companies, Inc., and its successors. 
  
 “State” shall mean any of the 50 states of the United States or the District of Columbia. 
  
 “Total Note Interest” shall mean, for any Distribution Date and any Class of Notes, the sum of (i) the Monthly Note Interest for
such Distribution Date for such Class plus (ii) the Additional Note Interest for such Distribution Date for such Class. 
  
 “Total Servicing Fee” shall mean, for any Collection Period, the sum of (i) the Monthly Servicing Fee for such Collection Period
plus (ii) all accrued but unpaid Monthly Servicing Fees for previous Collection Periods. 
  
 “Transition Costs” shall have the meaning specified in Section 8.1(a) . 
  
 “Trust” shall mean the CarMax Auto Owner Trust 2005-3, a
Delaware statutory trust. 
  
 “Trust Agreement”
shall mean the Amended and Restated Trust Agreement, dated as of December 1, 2005, among the Depositor, the Delaware Trustee and the Owner Trustee, as amended, supplemented or otherwise modified and in effect from time to time. 
  
 “Trust Fiscal Year” shall mean the period commencing on
March 1 of any year and ending on February 28 (or February 29, if applicable) of the following year. 
  
 “Trust Property” shall mean the Receivables and the other related property sold, transferred, assigned and otherwise conveyed by the
Depositor to the Trust pursuant to Section 2.1(a). 
  
 “United States” shall mean the United States of America. 
  
 “Unreimbursed Servicer Advance” shall mean a Simple Interest Advance which the Servicer determines in its sole discretion is unrecoverable. 
  

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 SECTION 1.2 Other Definitional Provisions. 
  
 (a) Capitalized terms used herein and not otherwise defined herein have the
meanings assigned to them in the Indenture. 
  
 (b) All terms
defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein. 
  
 (c) As used in this Agreement and in any certificate or other document made or delivered pursuant hereto or thereto,
accounting terms not defined in this Agreement or in any such certificate or other document, and accounting terms partly defined in this Agreement or in any such certificate or other document to the extent not defined, shall have the respective
meanings assigned to them under generally accepted accounting principles. To the extent that the definitions of accounting terms in this Agreement or in any such certificate or other document are inconsistent with the meanings of such terms under
generally accepted accounting principles, the definitions contained in this Agreement or in any such certificate or other document shall control. 
  
 (d) The words “hereof,” “herein,” and “hereunder” and words of similar import when used in this Agreement shall refer to
this Agreement as a whole and not to any particular provision of this Agreement. Article, Section, Schedule and Exhibit references contained in this Agreement are references to Articles, Sections, Schedules and Exhibits in or to this Agreement
unless otherwise specified. The term “including” shall mean “including without limitation.” 
  
 (e) The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as
to the feminine and neuter genders of such terms. 
  
 (f) Any
agreement, instrument or statute defined or referred to herein or in any instrument or certificate delivered in connection herewith means such agreement, instrument or statute as from time to time amended, modified or supplemented and includes (in
the case of agreements or instruments) references to all attachments thereto and instruments incorporated therein. References to a Person are also to its permitted successors and assigns. 
  
 ARTICLE II 
 TRUST
PROPERTY 
  
 SECTION 2.1 Conveyance of Trust Property.

  
 (a) In consideration of the Trust’s delivery to, or upon
the written order of, the Depositor of authenticated Notes, in authorized denominations in aggregate principal amounts equal to the Initial Note Balance, and authenticated Certificates, the Depositor hereby irrevocably sells, transfers, assigns and
otherwise conveys to the Trust, without recourse (subject to the obligations herein), all right, title and interest of the Depositor, whether now owned or hereafter acquired, in, to and under the following: 
  
 (i) the Receivables; 
  

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 (ii) all amounts received on or in respect of the Receivables after the Cutoff Date;

  
 (iii) the security interests in the Financed
Vehicles granted by the Obligors pursuant to the Receivables and any other interest of the Depositor in such Financed Vehicles; 
  
 (iv) all proceeds from claims on or refunds of premiums with respect to physical damage, theft, credit life or credit disability insurance
policies relating to the Financed Vehicles or the Obligors; 
  
 (v) the Receivable Files; 
  
 (vi) the Collection Account, the Note Payment Account, the Certificate Payment Account, the Reserve Account and the Secondary Reserve Account and all amounts, securities, financial assets, investments and other
property deposited in or credited to any of the foregoing and all proceeds thereof; 
  
 (vii) all rights of the Depositor under the Receivables Purchase Agreement, including the right to require the Seller to repurchase
Receivables from the Depositor; 
  
 (viii) the
right to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed by or on behalf of the Trust; and 
  
 (ix) all present and future claims, demands, causes of
action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof,
voluntary or involuntary, into cash or other liquid property; all accounts, general intangibles, chattel paper, instruments, documents, money, investment property, deposit accounts, letters of credit, letter-of-credit rights, insurance proceeds,
condemnation awards, rights to payment of any and every kind and other forms of obligations; and all other property which at any time constitutes all or part of or is included in the proceeds of any of the foregoing. 
  
 (b) The Depositor and the Trust intend that the transfer of the Trust
Property contemplated by Section 2.1(a) constitute a sale of the Trust Property, conveying good title to the Trust Property, from the Depositor to the Trust. If such transfer is deemed to be a pledge to secure the payment of the Notes, however,
the Depositor hereby grants to the Trust a first priority security interest in all of the Depositor’s right, title and interest in, to and under the Trust Property, and all proceeds thereof, to secure the payment of the Notes, and in such
event, this Agreement shall constitute a security agreement under applicable law. 
  
 (c) The sale, transfer, assignment and conveyance of the Trust Property made under Section 2.1(a) shall not constitute and is not intended to result in an assumption by the Trust of any obligation of the
Depositor or the Seller to the Obligors or any other Person in connection with the Receivables and the other Trust Property or any obligation of the Depositor or the Seller under any agreement, document or instrument- related thereto. 
  

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 SECTION 2.2 Representations and Warranties of the Seller as to the Receivables. The Seller
has made to the Depositor the representations and warranties as to the Receivables set forth in Section 3.2(b) of the Receivables Purchase Agreement. The Trust shall be deemed to have relied on such representations and warranties in accepting
the Receivables. The representations and warranties set forth in Section 3.2(b) of the Receivables Purchase Agreement speak as of the execution and delivery of this Agreement, except to the extent otherwise provided, but shall survive the sale,
transfer, assignment and conveyance of the Receivables to the Trust pursuant to this Agreement and the pledge of the Receivables to the Indenture Trustee pursuant to the Indenture. Pursuant to Section 2.1, the Depositor has sold, transferred,
assigned and otherwise conveyed to the Trust, as part of the Trust Property, its rights under the Receivables Purchase Agreement, including its right to require the Seller to repurchase Receivables in accordance with the Receivables Purchase
Agreement upon a breach of the representations and warranties set forth in Section 3.2(b) of the Receivables Purchase Agreement. 
  
 SECTION 2.3 Representations and Warranties of the Depositor as to the Receivables. The Depositor makes the following representations and
warranties as to the Receivables on which the Trust shall be deemed to have relied in accepting the Receivables. The representations and warranties speak as of the execution and delivery of this Agreement, except to the extent otherwise provided,
but shall survive the sale, transfer, assignment and conveyance of the Receivables to the Trust pursuant to this Agreement and the pledge of the Receivables to the Indenture Trustee pursuant to the Indenture. 
  
 (a) Characteristics of Receivables. Each Receivable (i) has been
originated by CarMax Auto or an Affiliate of CarMax Auto in the ordinary course of business in connection with the sale of a new or used motor vehicle and has been fully and properly executed by the parties thereto, (ii) contains customary and
enforceable provisions such that the rights and remedies of the holder thereof are adequate for realization against the collateral of the benefits of the security, (iii) provides for level monthly payments that fully amortize the Amount
Financed by maturity (except that the period between the date of such Receivable and the date of the first Scheduled Payment may be less than or greater than one month and the amount of the first and last Scheduled Payments may be less than or
greater than the level payments) and yield interest at the related APR, (iv) provides for, in the event that such Receivable is prepaid, a prepayment that fully pays the Principal Balance of such Receivable with interest at the related APR
through the date of payment, (v) is a retail installment sale contract substantially in the form of Exhibit B to the Receivables Purchase Agreement, (vi) is secured by a new or used motor vehicle that had not been repossessed as of the
Cutoff Date, (vii) is a Simple Interest Receivable, (viii) relates to an Obligor who has made at least one payment under such Receivable as of the Cutoff Date and (ix) relates to an Obligor whose mailing address is located in any
State. 
  
 (b) Receivable Schedule. The information set
forth in the Receivable Schedule was true and correct in all material respects as of the opening of business on the Cutoff Date, and no selection procedures believed to be adverse to the Depositor and/or the Noteholders were utilized in selecting
the Receivables from those retail installment sale contracts which met 
  

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 the criteria contained in this Agreement. The information set forth in the compact disk or other listing regarding the
Receivables made available to the Depositor and its assigns (which compact disk or other listing is required to be delivered as specified herein) is true and correct in all material respects. 
  
 (c) Compliance with Law. Each Receivable and the sale of the related
Financed Vehicle complied, at the time such Receivable was originated and complies, as of the Closing Date, in all material respects with all requirements of applicable federal, state and local laws, and regulations thereunder, including usury laws,
the Federal Truth-in-Lending Act, the Equal Credit Opportunity Act, the Fair Credit Reporting Act, the Fair Debt Collection Practices Act, the Federal Trade Commission Act, the Magnuson-Moss Warranty Act, the Federal Reserve Board’s Regulations
B and Z, the Servicemembers Civil Relief Act, state adaptations of the National Consumer Act and the Uniform Consumer Credit Code and any other consumer credit, equal opportunity and disclosure laws applicable to such Receivable and sale.

  
 (d) Binding Obligation. Each Receivable represents the
genuine, legal, valid and binding payment obligation in writing of the related Obligor, enforceable by the holder thereof in all material respects in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency,
reorganization, liquidation or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity. 
  
 (e) No Government Obligor. No Receivable is due from the United States or any State or from any agency, department or instrumentality of the United
States or any State. 
  
 (f) Security Interest in Financed
Vehicles. Immediately prior to the transfer of the Receivables by the Seller to the Depositor, each Receivable was secured by a valid, binding and enforceable first priority perfected security interest in favor of the Seller in the related
Financed Vehicle, which security interest has been validly assigned by the Seller to the Depositor. The Servicer has received, or will receive within 180 days after the Closing Date, the original certificate of title for each Financed Vehicle
(other than any Financed Vehicle that is subject to a certificate of title statute or motor vehicle registration law that does not require that the original certificate of title for such Financed Vehicle be delivered to the Seller). 
  
 (g) Receivables in Force. No Receivable has been satisfied,
subordinated or rescinded, nor has any Financed Vehicle been released in whole or in part from the Lien granted by the related Receivable. 
  
 (h) No Waiver. No provision of any Receivable has been waived in such a manner that such Receivable fails to meet all of the representations and
warranties made by the Depositor in this Section 2.3 with respect thereto. 
  
 (i) No Defenses. No Receivable is subject to any right of rescission, setoff, counterclaim or defense, including the defense of usury, and the operation of any of the terms of any Receivable, or the exercise of
any right thereunder, will not render such Receivable unenforceable in whole or in part or subject to any right of rescission, setoff, counterclaim or defense, including the defense of usury, and the Depositor has no knowledge of any such right of
rescission, setoff, counterclaim or defense being asserted or threatened with respect to any Receivable. 
  

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 (j) No Liens. The Depositor has no knowledge of any liens or claims that have been filed,
including liens for work, labor or materials or for unpaid state or federal taxes, relating to any Financed Vehicle that are prior to, or equal or coordinate with, the security interest in such Financed Vehicle created by the related Receivable.

  
 (k) No Default. Except for payment defaults continuing
for a period of not more than 30 days, the Depositor has no knowledge that any default, breach, violation or event permitting acceleration under the terms of any Receivable has occurred or that any continuing condition that with notice or the lapse
of time or both would constitute a default, breach, violation or event permitting acceleration under the terms of any Receivable has arisen, and the Depositor has not waived any such event or condition. 
  
 (l) Title. The Depositor has purchased the Receivables from the
Seller. The Depositor intends that the transfer of the Receivables contemplated by Section 2.1 constitute a sale of the Receivables from the Depositor to the Trust and that the beneficial interest in, and title to, the Receivables not be part
of the Depositor’s estate in the event of the filing of a bankruptcy petition by or against the Depositor under any bankruptcy law. The Depositor has not sold, transferred, assigned or pledged any Receivable to any Person other than the Trust.
The Depositor has not created, incurred or suffered to exist any Lien, encumbrance or security interest on any Receivable except for the Lien of the Indenture. 
  

(m) Security Interest Matters. This Agreement creates a valid and continuing “security interest” (as defined in the Relevant UCC) in
the Receivables in favor of the Trust, which security interest is prior to all other Liens and is enforceable as such as against creditors of and purchasers from the Depositor. With respect to each Receivable, the Seller has taken all steps
necessary to perfect its security interest against the related Obligor in the related Financed Vehicle. The Receivables constitute “tangible chattel paper” (as defined in the Relevant UCC). The Depositor owns and has good and marketable
title to the Receivables free and clear of any Lien, claim or encumbrance of any Person. The Depositor has caused or will cause prior to the Closing Date the filing of all appropriate financing statements in the proper filing offices in the
appropriate jurisdictions under applicable law necessary to perfect the security interest in the Receivables granted to the Trust under this Agreement. Other than the security interest granted to the Trust under this Agreement, the Depositor has not
pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Receivables. The Depositor has not authorized the filing of and is not aware of any financing statements against the Depositor that include a description of
collateral covering the Receivables other than any financing statement relating to the security interest granted to the Trust under this Agreement or that has been terminated. The Depositor is not aware of any judgment or tax lien filings against
the Depositor. The security interest of the Seller in each Financed Vehicle has been validly assigned by the Depositor to the Trust. 
  
 (n) Financing Statements. All financing statements filed or to be filed against the Depositor in favor of the Indenture Trustee (as assignee of the
Trust) contain a statement substantially to the following effect: “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the Indenture Trustee.” 
  

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 (o) Valid Assignment. No Receivable has been originated in, or is subject to the laws of, any
jurisdiction under which the sale, transfer, assignment and conveyance of such Receivable under the Receivables Purchase Agreement or this Agreement or the pledge of such Receivable under the Indenture is unlawful, void or voidable or under which
such Receivable would be rendered void or voidable as a result of any such sale, transfer, assignment, conveyance or pledge. The Depositor has not entered into any agreement with any account debtor that prohibits, restricts or conditions the
assignment of the Receivables. 
  
 (p) One Original. There
is only one original executed copy of each Receivable. 
  
 (q)
Principal Balance. Each Receivable had an original Principal Balance of not more than $65,000 and a remaining Principal Balance as of the Cutoff Date of not less than $500. 
  
 (r) No Bankrupt Obligors. As of the Cutoff Date, no Receivable was due from an Obligor that was the subject of a
proceeding under the Bankruptcy Code of the United States or was bankrupt. 
  
 (s) New and Used Vehicles. As of the Cutoff Date, approximately 5.16% of the Pool Balance related to Receivables secured by new Financed Vehicles and approximately 94.84% of the Pool Balance related to
Receivables secured by used Financed Vehicles. 
  
 (t)
Origination. Each Receivable was originated after February 1, 2000. 
  
 (u) Term to Maturity. Each Receivable had an original term to maturity of not more than 72 months and not less than 12 months and a remaining term to maturity as of the Cutoff Date of not more than 71 months
and not less than three months. 
  
 (v) Weighted Average
Remaining Term to Maturity. As of the Cutoff Date, the weighted average remaining term to maturity of the Receivables was approximately 57.78 months. 
  
 (w) Annual Percentage Rate. Each Receivable has an APR of at least 4.45% and not more than 25.00%. 
  
 (x) Location of Receivable Files. The Receivable Files are maintained
at the location listed in Schedule 2 to this Agreement. 
  
 (y)
Simple Interest Method. All payments with respect to the Receivables have been allocated consistently in accordance with the Simple Interest Method. 
  
 (z) No Delinquent Receivables. As of the Cutoff Date, no payment due under any Receivable was more than 30 days past due. 
  

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 (aa) Insurance. Each Obligor has obtained or agreed to obtain physical damage insurance (which
insurance shall not be force placed insurance) covering the related Financed Vehicle in accordance with the Seller’s normal requirements. 
  
 (bb) Fair Market Value. The Receivables Purchase Price represents the fair market value of the Receivables. 
  
 (cc) Custodial Agreements. Immediately prior to the transfer of the
Receivables by the Seller to the Depositor, the Seller or an Affiliate of the Seller had possession of the Receivable Files and there were no, and there will not be any, custodial agreements in effect materially adversely affecting the right or
ability of the Seller to make, or cause to be made, any delivery required under this Agreement. 
  
 (dd) Bulk Transfer Laws. The transfer of the Receivables and the Receivable Files by the Depositor to the Trust pursuant to this Agreement is not
subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction. 
  
 (ee) No Transfer Restrictions. The Depositor has not created, incurred or suffered to exist any restriction on transferability of the Receivables
except for the restrictions on transferability imposed by this Agreement. 
  
 SECTION 2.4 Repurchase by Depositor Upon Breach. The Depositor, the Servicer or the Owner Trustee, as the case may be, shall inform the other parties to this Agreement, the Seller and the Indenture Trustee
promptly, in writing, upon the discovery of any breach or failure to be true of the representations and warranties set forth in Section 2.3. If such breach or failure shall not have been cured by the close of business on the last day of the
Collection Period which includes the thirtieth (30th) day after the date on which the Depositor becomes aware of, or receives written notice from the Seller, the Servicer or the Owner Trustee of, such breach or failure, and such breach or
failure materially and adversely affects the interest of the Trust in a Receivable, the Depositor shall repurchase such Receivable from the Trust on the Distribution Date immediately following such Collection Period. In consideration of the
repurchase of a Receivable hereunder, the Depositor shall remit the Purchase Amount of such Receivable in the manner specified in Section 4.5. The sole remedy of the Trust, the Owner Trustee, the Indenture Trustee, the Noteholders and the
Certificateholders with respect to a breach or failure to be true of the representations and warranties set forth in Section 2.3 shall be to require the Depositor to repurchase Receivables pursuant to this Section 2.4. Neither the Owner
Trustee nor the Indenture Trustee shall have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 2.4 or the eligibility of any Receivable for
purposes of this Agreement. 
  
 SECTION 2.5 Custody of
Receivable Files. To assure uniform quality in servicing the Receivables and to reduce administrative costs, the Trust, upon the execution and delivery of this Agreement, hereby revocably appoints the Servicer as its agent, and the Servicer
hereby accepts such appointment, to act as custodian on behalf of the Trust and the Indenture Trustee of the following documents or instruments, which are hereby constructively delivered to the Indenture Trustee, as pledgee of the Trust pursuant to
the Indenture with respect to each Receivable (collectively, a “Receivable File”): 
  
 (i) the original, executed copy of such Receivable; 
  

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 (ii) the original credit application with respect to such Receivable fully executed by
the related Obligor or a photocopy thereof or a record thereof on a computer file or disc or on microfiche; 
  
 (iii) the original certificate of title for the related Financed Vehicle or such other documents that the Seller or the Servicer shall
keep on file, in accordance with its customary practices and procedures, evidencing the security interest of the Seller in such Financed Vehicle; 
  
 (iv) documents evidencing the commitment of the related Obligor to maintain physical damage insurance covering the related Financed
Vehicle; and 
  
 (v) any and all other documents
(including any computer file or disc or microfiche) that the Seller or the Servicer shall keep on file, in accordance with its customary practices and procedures, relating to such Receivable, the related Obligor or the related Financed Vehicle.

  
 On the Closing Date, the Servicer shall deliver to the Trust
and the Indenture Trustee an Officer’s Certificate confirming that the Servicer has received, on behalf of the Trust and the Indenture Trustee, all the documents and instruments necessary for the Servicer to act as the agent of the Trust and
the Indenture Trustee for the purposes set forth in this Section 2.5, including the documents referred to herein, and the Trust, the Owner Trustee and the Indenture Trustee are hereby authorized to rely on such Officer’s Certificate. In
addition, within 180 days after the Closing Date, the Servicer shall deliver to the Trust and the Indenture Trustee an Officer’s Certificate certifying that the Servicer has received the original certificate of title for each Financed Vehicle
except each Financed Vehicle securing an outstanding Receivable for which the Servicer has not received the original certificate of title as shall be identified in such Officer’s Certificate (and indicating whether such Financed Vehicle is
subject to a certificate of title statute or motor vehicle registration law that requires that the original certificate of title for such Financed Vehicle be delivered to the Seller). 
  
 SECTION 2.6 Duties of Servicer As Custodian. 
  
 (a) Safekeeping. The Servicer, in its capacity as custodian, shall hold the Receivable Files for the benefit of the
Trust and the Indenture Trustee and maintain such accurate and complete accounts, records and computer systems pertaining to each Receivable File as shall enable the Servicer and the Trust to comply with the terms and provisions of this Agreement
and the Indenture Trustee to comply with the terms and conditions of the Indenture. In performing its duties as custodian, the Servicer shall act with reasonable care, using that degree of skill and attention that the Servicer exercises with respect
to the files relating to comparable motor vehicle retail installment sale contracts that the Servicer services for itself or others. The Servicer shall conduct, or cause to be conducted, in accordance with its customary practices and procedures,
periodic audits of the Receivable Files held by it under this Agreement, and of the related accounts, records and computer systems, in such a manner as shall enable the Trust or the Indenture Trustee to verify the accuracy of the Servicer’s
record keeping. The 
  

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 Servicer shall promptly report to the Owner Trustee and the Indenture Trustee any failure on its part to hold the
Receivable Files and maintain its accounts, records and computer systems as herein provided and promptly take appropriate action to remedy any such failure. Nothing herein shall be deemed to require an initial review or any periodic review by the
Trust, the Owner Trustee or the Indenture Trustee of the Receivable Files, and none of the Trust, the Owner Trustee or the Indenture Trustee shall be liable or responsible for any action or failure to act by the Servicer in its capacity as custodian
hereunder. 
  
 (b) Maintenance of and Access to Records.
The Servicer shall maintain each Receivable File at the location listed in Schedule 2 or at such other location as shall be specified to the Trust and the Indenture Trustee by written notice not later than ninety (90) days after any change in
location. The Servicer shall make available to the Trust and the Indenture Trustee, or its duly authorized representatives, attorneys or auditors, a list of locations of the Receivable Files, the Receivable Files, and the related accounts, records,
and computer systems maintained by the Servicer, at such times as the Trust or the Indenture Trustee shall instruct. 
  
 (c) Release of Documents. As soon as practicable after receiving written instructions from the Indenture Trustee, the Servicer shall release any
document in the Receivable Files to the Indenture Trustee, the Indenture Trustee’s agent or the Indenture Trustee’s designee, as the case may be, at such place as the Indenture Trustee may reasonably designate. 
  
 (d) Title to Receivables. The Servicer shall not at any time have or
in any way attempt to assert any interest in any Receivable held by it as custodian hereunder or in the related Receivable File other than for collecting or enforcing such Receivable for the benefit of the Trust. The entire equitable interest in
such Receivable and the related Receivable File shall at all times be vested in the Trust. 
  
 SECTION 2.7 Instructions; Authority to Act. The Servicer shall be deemed to have received proper instructions with respect to the Receivable Files upon its receipt of written instructions signed by an
Authorized Officer. A certified copy of excerpts of authorizing resolutions of the Board of Directors of the Indenture Trustee shall constitute conclusive evidence of the authority of any such Authorized Officer to act and shall be considered in
full force and effect until receipt by the Servicer of written notice to the contrary given by the Indenture Trustee. 
  
 SECTION 2.8 Indemnification of the Custodian. The Servicer, in its capacity as custodian, shall indemnify and hold harmless the Trust, the
Owner Trustee and the Indenture Trustee and each of their respective officers, directors, employees and agents from and against any and all liabilities, obligations, losses, compensatory damages, payments, costs or expenses (including legal fees if
any) of any kind whatsoever that may be imposed on, incurred or asserted against the Trust, the Owner Trustee or the Indenture Trustee or any of their respective officers, directors, employees and agents as the result of any act or omission by the
Servicer relating to the maintenance and custody of the Receivable Files; provided, however, that the Servicer shall not be liable hereunder to the Owner Trustee to the extent that such liabilities, obligations, losses, compensatory
damages, payments, costs or expenses result from the willful misfeasance, bad faith or negligence of the Owner Trustee and shall not be liable hereunder to the Indenture Trustee to the extent that such liabilities, obligations, losses, compensatory
damages, payments, costs or expenses result from the willful misfeasance, bad faith or negligence of the Indenture Trustee. 
  

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 SECTION 2.9 Effective Period and Termination. The Servicer’s appointment as custodian
shall become effective as of the Cutoff Date and shall continue in full force and effect until terminated pursuant to this Section 2.9. If the Servicer shall resign as Servicer under Section 7.6, or if all of the rights and obligations of
the Servicer shall have been terminated under Section 8.1, the appointment of the Servicer as custodian hereunder may be terminated (i) by the Trust, with the consent of the Indenture Trustee, (ii) by the Holders of Notes evidencing
not less than 25% of the Note Balance of the Controlling Class or, if the Notes have been paid in full, by the Holders of Certificates evidencing not less than 25% of the aggregate Certificate Percentage Interest or (iii) by the Owner Trustee,
with the consent of the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class, in each case by notice then given in writing to the Depositor and the Servicer (with a copy to the Indenture Trustee and the Owner
Trustee if given by the Noteholders or the Certificateholders). As soon as practicable after any termination of such appointment, the Servicer shall deliver, or cause to be delivered, the Receivable Files and the related accounts and records
maintained by the Servicer to the Indenture Trustee, the Indenture Trustee’s agent or the Indenture Trustee’s designee, as the case may be, at such place as the Indenture Trustee may reasonably designate or, if the Notes have been paid in
full, at such place as the Owner Trustee may reasonably designate. 
  

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 ARTICLE III 
 ADMINISTRATION AND SERVICING OF RECEIVABLES AND 
 OTHER TRUST PROPERTY 
  
 SECTION 3.1 Duties of Servicer. The Servicer shall administer the
Receivables with reasonable care. The Servicer’s duties shall include, but not be limited to, the collection and posting of all payments, responding to inquiries by Obligors on the Receivables, or by federal, state or local governmental
authorities, investigating delinquencies, reporting tax information to Obligors, furnishing monthly and annual statements to the Owner Trustee and the Indenture Trustee with respect to distributions and providing collection and repossession services
in the event of Obligor default. In performing its duties as Servicer hereunder, the Servicer shall use reasonable care and exercise that degree of skill and attention that the Servicer exercises with respect to all comparable motor vehicle retail
installment sale contracts that it services for itself or others. Subject to the foregoing and to Section 3.2, the Servicer shall follow its customary standards, policies, practices and procedures in performing its duties hereunder as Servicer.
Without limiting the generality of the foregoing, the Servicer is hereby authorized and empowered to execute and deliver, on behalf of itself, the Depositor, the Trust, the Owner Trustee, the Indenture Trustee, the Certificateholders, the
Noteholders or any one or more of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables or the Financed Vehicles, all in
accordance with this Agreement; provided, however, that, notwithstanding the foregoing, the Servicer shall not, except pursuant to an order from a court of competent jurisdiction, release an Obligor from payment of any unpaid amount
under any Receivable or waive the right to collect the unpaid balance (including accrued interest) of any Receivable from the related Obligor, except in connection with a de minimis deficiency which the Servicer would not attempt to collect in
accordance with its customary procedures, in which event the Servicer shall indemnify the Trust for such deficiency. If the Servicer shall commence a legal proceeding to enforce a Receivable, the Owner Trustee shall thereupon be deemed to have
automatically assigned such Receivable to the Servicer, which assignment shall be solely for purposes of collection. If in any enforcement suit or legal proceeding it shall be held that the Servicer may not enforce a Receivable on the ground that it
shall not be a real party in interest or a holder entitled to enforce such Receivable, the Owner Trustee shall, at the Servicer’s expense and written direction, take steps to enforce such Receivable, including bringing suit in its name or the
names of the Indenture Trustee, the Certificateholders, the Noteholders or any of them. The Owner Trustee shall execute and deliver to the Servicer any powers of attorney and other documents as shall be prepared by the Servicer and reasonably
necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. The Servicer, at its expense, shall obtain on behalf of the Trust or the Owner Trustee all licenses, if any, required by the laws of any
jurisdiction to be held by the Trust or the Owner Trustee in connection with ownership of the Receivables and shall make all filings and pay all fees as may be required in connection therewith during the term hereof. 
  
 SECTION 3.2 Collection and Allocation of Receivable Payments. The
Servicer shall make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same shall become due and otherwise act with respect to the Receivables and the other Trust Property in such
manner as will, in the reasonable judgment of the Servicer, maximize the amount to be received by the Trust with respect thereto 
  

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 and in accordance with the standard of care required by Section 3.1. The Servicer shall allocate collections on or
in respect of the Receivables between principal and interest in accordance with the customary servicing practices and procedures it follows with respect to all comparable motor vehicle retail installment sale contracts that it services for itself or
others. The Servicer shall not increase or decrease the number or amount of any Scheduled Payment, the Amount Financed under any Receivable or the APR of any Receivable, or extend, rewrite or otherwise modify the payment terms of any Receivable;
provided, however, that the Servicer may extend the due date for one or more payments due on any Receivable for credit-related reasons that would be acceptable to the Servicer with respect to comparable motor vehicle retail installment
sale contracts that it services for itself or others and in accordance with its customary standards, policies, practices and procedures if the cumulative extensions with respect to any Receivable shall not cause the term of such Receivable to extend
beyond the Final Scheduled Maturity Date. If the Servicer fails to comply with the provisions of the preceding sentence, the Servicer shall be required to purchase each Receivable affected thereby for the related Purchase Amount, in the manner
specified in Section 3.7, as of the close of the Collection Period during which such failure occurs. The Servicer may, in its discretion (but only in accordance with its customary standards, policies, practices and procedures), waive any late
payment charge or any other fee that may be collected in the ordinary course of servicing a Receivable. 
  
 SECTION 3.3 Realization upon Receivables. The Servicer shall use reasonable efforts on behalf of the Trust, in accordance with the standard of
care required under Section 3.1, to repossess or otherwise convert the ownership of each Financed Vehicle securing a Defaulted Receivable. In taking such action, the Servicer shall follow such customary practices and procedures as it shall deem
necessary or advisable in its servicing of comparable motor vehicle retail installment sale contracts and as are otherwise consistent with the standard of care required under Section 3.1. The Servicer shall be entitled to recover all reasonable
expenses incurred by it in the course of repossessing and liquidating a Financed Vehicle into cash proceeds, but only out of the cash proceeds of such Financed Vehicle and any deficiency obtained from the related Obligor. If a Financed Vehicle shall
have suffered damage, the Servicer shall not expend funds in connection with the repair or the repossession of such Financed Vehicle unless it shall determine in its discretion that such repair and/or repossession will increase the Liquidation
Proceeds received with respect to the related Receivable. 
  
 SECTION 3.4 Physical Damage Insurance. The Servicer shall follow its customary practices and procedures to determine whether or not each Obligor shall have maintained physical damage insurance covering the related Financed
Vehicle. 
  
 SECTION 3.5 Maintenance of Security Interests
in Financed Vehicles. The Servicer shall take such steps, in accordance with the standard of care required under Section 3.1, as are necessary to maintain perfection of the security interest created by each Receivable in the related
Financed Vehicle. The Trust hereby authorizes the Servicer, and the Servicer hereby agrees, to take such steps as are necessary to re-perfect such security interest on behalf of the Trust and the Indenture Trustee in the event the Servicer receives
notice of, or otherwise has actual knowledge of, the fact that such security interest is not perfected as a result of the relocation of a Financed Vehicle or for any other reason. The Servicer shall not release, in whole or in part, any security
interest in a Financed Vehicle created by the related Receivable except as permitted herein or in accordance with its customary standards, policies, practices and procedures. 
  

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 SECTION 3.6 Amendment of Receivable Terms. The Servicer shall not impair in any material
respect the rights of the Depositor, the Trust, the Owner Trustee, the Indenture Trustee, the Certificateholders or the Noteholders in the Receivables or, except as permitted under Section 3.2, otherwise amend or alter the terms of the
Receivables if, as a result of such amendment or alteration, the interests of the Depositor, the Trust, the Owner Trustee, the Indenture Trustee, the Certificateholders or the Noteholders hereunder would be materially adversely affected. 

 
 SECTION 3.7 Purchase by Servicer upon Breach. The Depositor,
the Servicer or the Owner Trustee, as the case may be, shall inform the other parties to this Agreement, the Seller and the Indenture Trustee promptly, in writing, upon the discovery of any breach of Section 3.2, 3.5 or 3.6. If such breach
shall not have been cured by the close of business on the last day of the Collection Period which includes the thirtieth (30th) day after the date on which the Servicer becomes aware of, or receives written notice from the Depositor, the
Seller, or the Owner Trustee of, such breach, and such breach materially and adversely affects the interest of the Trust in a Receivable, the Servicer shall purchase such Receivable from the Trust on the Distribution Date following such Collection
Period; provided, however, that, with respect to a breach of Section 3.2, the Servicer shall purchase the affected Receivable from the Trust at the end of the Collection Period in which such breach occurs. In consideration of the
purchase of a Receivable hereunder, the Servicer shall remit the Purchase Amount of such Receivable in the manner specified in Section 4.5. The sole remedy of the Trust, the Owner Trustee, the Indenture Trustee, the Noteholders and the
Certificateholders with respect to a breach of Section 3.2, 3.5 or 3.6 shall be to require the Servicer to purchase Receivables pursuant to this Section 3.7. Neither the Owner Trustee nor the Indenture Trustee shall have any duty to
conduct an affirmative investigation as to the occurrence of any condition requiring the purchase of any Receivable pursuant to this Section 3.7. 
  
 SECTION 3.8 Servicing Compensation. The Servicer shall receive the Monthly Servicing Fee for servicing the Receivables. The Monthly Servicing
Fee for any Collection Period shall equal the product of one-twelfth (1/12) of the Servicing Rate and the Pool Balance as of the first day of such Collection Period (or, in the case of the initial Collection Period, as of the Cutoff Date). The
Servicer shall pay all expenses incurred by it in connection with its activities hereunder (including the fees and expenses of the Owner Trustee and the Indenture Trustee, including the reasonable fees and expenses of their attorneys, and any
custodian appointed by the Owner Trustee and the Indenture Trustee, the fees and expenses of independent accountants, taxes imposed on the Servicer and expenses incurred in connection with distributions and reports to the Certificateholders and the
Noteholders), except expenses incurred in connection with realizing upon Receivables under Section 3.3. 
  
 SECTION 3.9 Servicer’s Certificate. On or before the Determination Date immediately preceding each Distribution Date, the Servicer shall
deliver to the Depositor, the Seller, the Owner Trustee, the Indenture Trustee and each Paying Agent, with a copy to the Rating Agencies, a certificate of a Servicing Officer substantially in the form of Exhibit A (a “Servicer’s
Certificate”) and attached to a Servicer’s report containing all information necessary 
  

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 to make the transfers and distributions pursuant to Sections 4.5, 4.6 and 4.7, together with the written statements to be
furnished by the Owner Trustee to the Certificateholders pursuant to Section 4.9 and by the Indenture Trustee to the Noteholders pursuant to Section 4.9 and pursuant to Section 6.6 of the Indenture. The Servicer shall separately
identify (by account number) in a written notice to the Depositor, the Owner Trustee and the Indenture Trustee the Receivables to be repurchased by the Depositor or to be purchased by the Servicer, as the case may be, on the Business Day preceding
such Distribution Date, and, upon request of one of the foregoing parties, each Receivable which became a Defaulted Receivable during the related Collection Period. The Servicer shall deliver to the Rating Agencies any information, to the extent it
is available to the Servicer, that the Rating Agencies reasonably request in order to monitor the Trust. 
  
 SECTION 3.10 Annual Statement as to Compliance; Notice of Event of Servicing Termination. 
  
 (a) On or before May 31 of each year (commencing with the year 2006),
the Servicer shall deliver to the Depositor, the Owner Trustee and the Indenture Trustee an Officer’s Certificate stating, as to the officer signing such Officer’s Certificate, that: 
  
 (i) a review of the activities of the Servicer during the
preceding Trust Fiscal Year (or, in the case of the Officer’s Certificate to be delivered in the year 2006, during the period beginning on the Closing Date and ending on February 28, 2006) and of its performance under this Agreement has
been made under such officer’s supervision; and 
  
 (ii) to the best of such officer’s knowledge, based on such review, the Servicer has fulfilled all its obligations under this Agreement throughout such Trust Fiscal Year (or, in the case of the Officer’s Certificate to be
delivered in the year 2006, such period) or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officer and the nature and status thereof. 
  
 Notwithstanding the foregoing, to the extent that the Commission adopts a
rule requiring the delivery by the Servicer of an annual report on an assessment of servicing compliance on the basis of detailed servicing criteria, the delivery of a copy of such report to the Depositor, the Owner Trustee and the Indenture Trustee
shall be deemed to satisfy the provisions of this subsection. A copy of such certificate may be obtained by any Certificateholder by a request in writing to the Owner Trustee, or by any Noteholder or Person certifying that it is a Note Owner by a
request in writing to the Indenture Trustee, in either case addressed to the applicable Corporate Trust Office. Upon the written request of the Owner Trustee, the Indenture Trustee shall promptly furnish the Owner Trustee a list of Noteholders as of
the date specified by the Owner Trustee. Notwithstanding the foregoing, the delivery of a copy of the report on the assessment of servicing compliance complying with the requirements of Regulation AB under the Securities Act of 1933, as amended,
shall be deemed to satisfy the provisions of this Section. 
  
 (b)
The Servicer shall deliver to the Depositor, the Owner Trustee, the Indenture Trustee and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five (5) Business Days thereafter, an Officer’s
Certificate specifying any event which constitutes or, with the giving of notice or lapse of time or both, would become an Event of Servicing Termination. 
  

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 SECTION 3.11 Annual Independent Certified Public Accountants’ Reports. On or before
May 31 of each year (commencing with the year 2006), the Servicer shall cause a firm of independent certified public accountants (who may also render other services to the Servicer or its Affiliates) to deliver to the Depositor, the Owner
Trustee and the Indenture Trustee a report addressed to the Board of Directors of the Servicer with respect to the preceding CarMax Fiscal Year (or, in the case of the report to be delivered in the year 2006, with respect to the period beginning on
the Closing Date and ending on February 28, 2006) to the effect that (i) such firm has audited the financial statements of the Servicer and issued its report thereon, (ii) such firm has audited the reports delivered by the Servicer
pursuant to Section 3.9 and the records relating to the servicing of the Receivables and the distributions on the Notes and the Certificates under this Agreement, (iii) such audit was made in accordance with generally accepted auditing
standards and (iv) except as described in the report, such audit disclosed no exceptions or errors in the records relating to motor vehicle loans serviced for others. Such report shall also indicate that the firm is independent with respect to
the Depositor, the Seller and the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. A copy of such report may be obtained by any Certificateholder by a request in writing to the
Owner Trustee, or by any Noteholder or Person certifying that it is a Note Owner by a request in writing to the Indenture Trustee, in either case addressed to the applicable Corporate Trust Office. In the event such firm requires the Indenture
Trustee to agree to the procedures performed by such firm, the Servicer shall direct the Indenture Trustee in writing to so agree, it being understood and agreed that the Indenture Trustee will deliver such letter of agreement in conclusive reliance
upon the direction of the Servicer, and the Indenture Trustee makes no independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures. Notwithstanding
the foregoing, the delivery of an attestation as to the assessment of servicing compliance complying with the requirements of the Regulation AB under the Securities Act of 1933, as amended, shall be deemed to satisfy the provisions of this Section.

  
 SECTION 3.12 Access to Certain Documentation and
Information Regarding Receivables. The Servicer shall provide the Depositor, the Owner Trustee, the Indenture Trustee, the Certificateholders and the Noteholders with access to the Receivable Files in the cases where the Depositor, the Owner
Trustee, the Indenture Trustee, the Certificateholders or the Noteholders shall be required by applicable statutes or regulations to have access to such documentation. Such access shall be afforded without charge, but only upon reasonable request
and during normal business hours at the offices of the Servicer. Nothing in this Section 3.12 shall affect the obligation of the Servicer to observe any applicable law prohibiting disclosure of information regarding the Obligors, and the
failure of the Servicer to provide access to information as a result of such obligation shall not constitute a breach of this Section 3.12. Each Certificateholder or Noteholder, by its acceptance of a Certificate or Note, as the case may be,
shall be deemed to have agreed to keep any information obtained by it pursuant to this Section 3.12 confidential, except as may be required by applicable law. 
  

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 SECTION 3.13 Reports to the Commission. The Servicer shall, on behalf of the Trust, cause to
be filed with the Commission any periodic reports required to be filed under the provisions of the Exchange Act, and the rules and regulations of the Commission thereunder. The Servicer shall, or shall cause the Administrator to, prepare, execute
and deliver all certificates and other documents required to be delivered by the Trust pursuant to the Sarbanes-Oxley Act of 2002 or the rules and regulations promulgated thereunder. The Depositor shall, at its expense, cooperate in any reasonable
request made by the Servicer in connection with such filings. The Servicer shall provide or cause to be provided to the Depositor copies of all documents filed by the Servicer after the Closing Date with the Commission pursuant to the Securities Act
of 1933, as amended, or the Securities Act of 1934, as amended, that relate specifically to the Trust, the Notes or the Certificates. 
  
 SECTION 3.14 Reports to Rating Agencies. The Servicer shall deliver to each Rating Agency, at such address as such Rating Agency may request,
a copy of all reports or notices furnished or delivered pursuant to this Article III and a copy of any amendments, supplements or modifications to this Agreement and any other information reasonably requested by such Rating Agency to monitor this
transaction. 
  
 ARTICLE IV 
 DISTRIBUTIONS; RESERVE ACCOUNT; STATEMENTS TO 
 NOTEHOLDERS AND CERTIFICATEHOLDERS 
  
 SECTION 4.1
Accounts. 
  
 (a) The Servicer shall establish, on or
before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Collection Account (the “Collection
Account”). The Collection Account shall be held in trust for the benefit of the Noteholders and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided,
however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from
time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account
shall be made only upon the terms and conditions of the Transaction Documents. 
  
 If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules
and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following
the Collection Period during which such investment is made. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture
Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be
moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account. 
  

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 (b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the
Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in
trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in
writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the
Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained
at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each
Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment
Account. 
  
 (c) The Servicer shall establish, on or before the
Closing Date, and maintain in the name of the Owner Trustee at an Eligible Institution (which shall initially be the Owner Trustee) a segregated trust account designated as the “CarMax Auto Owner Trust 2005-3 Trust Account” (the
“Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Owner Trustee;
provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Owner Trustee to make
withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the
Owner Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer
to be maintained at the Owner Trustee, the Servicer shall, with the Owner Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to
which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee in writing of any change in the account number or
location of the Certificate Payment Account. 
  
 (d) If, on any
Distribution Date, the aggregate amount on deposit in the Collection Account, the Reserve Account and the Secondary Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the
Total Note Interest for each Class of Notes for such Distribution Date and (iii) the Total Servicing Fee for the preceding Collection Period and any Unreimbursed Servicer Advances for the preceding Collection Period, the Servicer shall instruct
the Indenture Trustee to (A) transfer all amounts on 
  

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 deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account,
(B) transfer all amounts on deposit in the Secondary Reserve Account on such Distribution Date from the Secondary Reserve Account to the Collection Account and (C) include such amounts in Available Funds for purposes of application
pursuant to Section 2.8(a) of the Indenture on such Distribution Date. 
  
 SECTION 4.2 Collections. The Servicer shall remit to the Collection Account all amounts received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received
by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable) but excluding payments with respect to Purchased Receivables) as soon as
practicable and in no event after the close of business on the second Business day after such receipt; provided, however, that for so long as (i) CarMax is the Servicer, (ii) no Event of Servicing Termination shall have
occurred and be continuing and (iii) the Rating Agency Condition shall have been satisfied (each, a “Monthly Remittance Condition”), the Servicer may remit any such amounts received during any Collection Period to the
Collection Account in immediately available funds on the Business Day preceding the Distribution Date following such Collection Period (it being understood that the Monthly Remittance Condition has not been satisfied as of the Closing Date);
provided further, that if any such amounts (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been
classified as a Defaulted Receivable)) are received in respect of a Receivable as to which there is an unreimbursed Simple Interest Advance, the Servicer shall retain such amounts to the extent of such unreimbursed Simple Interest Advance (and shall
apply the amount retained to reimburse itself for such unreimbursed Simple Interest Advance) and shall remit the balance of such amounts to the Collection Account; and, provided further, that the Servicer shall, if it determines that
it has made an Unreimbursed Servicer Advance, retain amounts received on or in respect of the Receivables to the extent set forth in Section 4.4(b). The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event
or circumstance under clause (ii) or (iii) of the definition of Monthly Remittance Condition that would require daily remittance by the Servicer to the Collection Account unless the Owner Trustee or the Indenture Trustee, as applicable,
has received notice of such event or circumstance from the Depositor or the Servicer in an Officer’s Certificate or written notice of such event or circumstance from the Holders of Notes evidencing not less than 25% of the Note Balance of the
Controlling Class or unless a Responsible Officer of the Owner Trustee or the Indenture Trustee, as applicable, has actual knowledge of such event or circumstance. The Servicer shall remit to the Collection Account on the Closing Date all amounts
received by the Servicer on or in respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been
classified as a Defaulted Receivable)) during the period from but excluding the Cutoff Date to and including the second Business Day preceding the Closing Date. 
  

SECTION 4.3 Application of Collections. For purposes of this Agreement, all amounts received on or in respect of a Receivable during any
Collection Period (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted Receivable) but
excluding payments with respect to Purchased Receivables) shall be applied by the Servicer, as of the last day of such Collection Period, to interest and principal on such Receivable in accordance with the Simple Interest Method. 
  

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 SECTION 4.4 Simple Interest Advances and Unreimbursed Servicer Advances. 
  
 (a) If, as of the end of any Collection Period, one or more payments of
Monthly P&I due under any Receivable (other than a Defaulted Receivable) outstanding at the end of such Collection Period shall not have been received by the Servicer and remitted to the Collection Account pursuant to Section 4.2, the
Servicer may, at its option, make, on the Business Day preceding the Distribution Date immediately following such Collection Period, a Simple Interest Advance with respect to such Receivable by depositing in or crediting to the Collection Account
the amount of Monthly P&I allocable to interest scheduled to have been paid during such Collection Period, assuming that such Receivable was paid on its due date, minus the amount of Monthly P&I actually received and allocated to
interest, if any, with respect to such Receivable during such Collection Period. 
  
 (b) If the Servicer determines that it has made an Unreimbursed Servicer Advance, the Servicer shall reimburse itself for such Unreimbursed Servicer Advance from unrelated amounts received by the Servicer on or in
respect of the Receivables (including Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Defaulted
Receivable)); provided, however, that the Servicer shall furnish to the Indenture Trustee and the Owner Trustee, on or before the Distribution Date following the Collection Period during which such reimbursement is taken, a certificate
of a Servicing Officer setting forth the basis for such determination, the amount of such Unreimbursed Servicer Advance, the Receivable with respect to which such Unreimbursed Servicer Advance was made and the installments or other proceeds with
respect to which such reimbursement was taken. 
  
 SECTION 4.5 Additional Deposits. The Depositor and the Servicer shall deposit or cause to be deposited in the Collection Account the aggregate Purchase Amount with respect to Purchased Receivables pursuant to Section 2.4,
3.7 or 9.1. All such deposits with respect to a Collection Period shall be made in immediately available funds no later than 5:00 p.m., New York City time, on the Business Day preceding the Distribution Date following such Collection Period.

  
 SECTION 4.6 Determination Date Calculations;
Application of Available Funds; Application of Secondary Reserve Account Draw Amount. 
  
 (a) On each Determination Date, the Servicer shall calculate the following amounts: 
  
 (i) the Available Collections for the following Distribution Date; 
  
 (ii) the Total Servicing Fee for the preceding Collection Period; 
  
 (iii) the Total Note Interest for each Class of Class A
Notes for the following Distribution Date; 
  

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 (iv) the Priority Principal Distributable Amount for the following Distribution Date;

  
 (v) the Total Note Interest for the Class B
Notes for the following Distribution Date; 
  
 (vi) the Secondary Principal Distributable Amount for the following Distribution Date; 
  
 (vii) the Total Note Interest for the Class C Notes for the following Distribution Date; 
  
 (viii) [RESERVED]; 
  
 (ix) [RESERVED]; 
  
 (x) the sum of the amounts described in clauses
(ii) through (ix) above plus, if the following Distribution Date is on or after the Class C Final Distribution Date, the outstanding principal balance of the Class C Notes as of the day preceding such Distribution Date (the
“Required Payment Amount”); and 
  
 (xi) the Regular Principal Distributable Amount for the following Distribution Date. 
  
 (b) On each Determination Date, the Servicer shall calculate the following amounts: 
  
 (i) the lesser of (A) the amount, if any, by which the Required Payment Amount for the following Distribution Date exceeds the
Available Collections for such Distribution Date and (B) the Reserve Account Amount for such Distribution Date (before giving effect to any deposits to or withdrawals from the Reserve Account on such Distribution Date) (such lesser amount, the
“Reserve Account Draw Amount”); provided, however, that if on the last day of the preceding Collection Period the Pool Balance is zero, the Reserve Account Draw Amount for such Distribution Date shall equal the Reserve
Account Amount for such Distribution Date; 
  
 (ii) the Reserve Account Amount for the following Distribution Date (after giving effect to the withdrawal of the Reserve Account Draw Amount for such Distribution Date); and 
  
 (iii) the amount, if any, by which the Required Reserve Account Amount for the following Distribution Date
exceeds the Reserve Account Amount for such Distribution Date (after giving effect to the withdrawal of the Reserve Account Draw Amount for such Distribution Date) (such excess, the “Reserve Account Deficiency”). 
  
 On each Distribution Date, the Servicer shall instruct the Indenture Trustee
to transfer the Reserve Account Draw Amount, if any, for such Distribution Date from the Reserve Account to the Collection Account. 
  

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 (c) On each Determination Date, the Servicer shall calculate the following amounts: 
  
 (i) the lesser of (A) the Secondary Payment Amount for
the following Distribution Date and (B) the Secondary Reserve Account Amount for such Distribution Date (before giving effect to any deposits to or withdrawals from the Secondary Reserve Account on such Distribution Date) (such lesser amount,
the “Secondary Reserve Account Draw Amount”); provided, however, that if on the last day of the preceding Collection Period the Pool Balance is zero, the Secondary Reserve Account Draw Amount for such Distribution Date
shall equal the Secondary Reserve Account Amount for such Distribution Date; 
  
 (ii) the Secondary Reserve Account Amount for the following Distribution Date (after giving effect to the withdrawal of the Secondary Reserve Account Draw Amount for such Distribution Date); and 
  
 (iii) the amount, if any, by which the Required Secondary
Reserve Account Amount for the following Distribution Date exceeds the Secondary Reserve Account Amount for such Distribution Date (after giving effect to the withdrawal of the Secondary Reserve Account Draw Amount for such Distribution Date) (such
excess, the “Secondary Reserve Account Deficiency”). 
  
 On each Distribution Date, the Servicer shall instruct the Indenture Trustee to transfer the Secondary Reserve Account Draw Amount, if any, for such Distribution Date from the Secondary Reserve Account to the Collection Account. 

 
 (d) On each Distribution Date, the Servicer shall instruct the Indenture
Trustee in writing to apply the Available Funds for such Distribution Date to make the payments and deposits set forth in Section 2.8(a) of the Indenture. 
  

(e) On each Determination Date, after calculating the amounts described in Section 4.6(a) and 4.6(b), the Servicer shall calculate the following
amounts: 
  
 (i) the portion, if any, of the
Total Note Interest for any Class of Class A Notes for the following Distribution Date which shall not be paid in full through the application of Available Funds on such Distribution Date; 
  
 (ii) if the following Distribution Date is on or after the
Class Final Distribution Date for any Class of the Class A Notes, the amount necessary to reduce the outstanding principal amount of that Class of the Class A Notes to zero after the application of Available Funds on such Distribution
Date; 
  
 (iii) the portion, if any, of the Total
Note Interest for the Class B Notes for the following Distribution Date which shall not be paid in full through the application of Available Funds on such Distribution Date; 
  
 (iv) if the following Distribution Date is on or after the Class B Final Distribution Date, the amount
necessary to reduce the outstanding principal amount of the Class B Notes to zero after the application of Available Funds on such Distribution Date; 
  

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 (v) the portion, if any, of the Total Note Interest for the Class C Notes for the
following Distribution Date which shall not be paid in full through the application of Available Funds on such Distribution Date; 
  
 (vi) if the following Distribution Date is on or after the Class C Final Distribution Date, the amount necessary to reduce the outstanding
principal amount of the Class C Notes to zero after the application of Available Funds on such Distribution Date; and 
  
 (vii) the sum of the amounts described in clauses (i) through (vi) above (the “Secondary Payment Amount”).

  
 (f) On each Distribution Date, the Servicer shall instruct the
Indenture Trustee in writing to apply the Secondary Reserve Account Draw Amount for such Distribution Date to make the payments and deposits set forth in Section 2.8(i) of the Indenture. 
  
 SECTION 4.7 Reserve Account. 
  
 (a) The Servicer shall establish, on or before the Closing Date, and
maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Reserve Account (the “Reserve Account”). The Reserve Account
shall be held in trust for the benefit of the Noteholders and the Certificateholders. The Reserve Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to
and direct the Indenture Trustee in writing to make withdrawals from the Reserve Account in accordance with this Agreement and the Indenture. On the Closing Date, the Depositor shall deposit the Initial Reserve Account Deposit into the Reserve
Account from the net proceeds of the sale of the Notes. The Reserve Account and all amounts, securities, investments, financial assets and other property deposited in or credited to the Reserve Account (the “Reserve Account
Property”) has been conveyed by the Depositor to the Trust pursuant to Section 2.1. Pursuant to the Indenture, the Trust will pledge all of its right, title and interest in, to and under the Reserve Account and the Reserve Account
Property to the Indenture Trustee on behalf of the Noteholders and the Certificateholders to secure its obligations under the Notes and the Indenture. 
  
 (b) The Reserve Account Property shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the
Servicer, by the bank or trust company then maintaining the Reserve Account in Permitted Investments that mature not later than the Business Day preceding the next Distribution Date. All such Permitted Investments shall be held to maturity. On any
Distribution Date, all interest and other income (net of losses and investment expenses) on funds on deposit in the Reserve Account, to the extent that funds on deposit therein, as certified by the Servicer, exceed the Required Reserve Account
Amount, shall, at the written direction of the Servicer, (i) first, be deposited into the Secondary Reserve Account to the extent of any unfunded Secondary Reserve Account Deficiency on such Distribution Date (after giving effect to all
deposits to and withdrawals from the Secondary 
  

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 Reserve Account on such Distribution Date), (ii) second, be deposited into the Note Payment Account, for payment of
principal of the Notes in the priority set forth in Section 2.8(b) of the Indenture, to the extent of any unfunded Regular Principal Distributable Amount, if any, on such Distribution Date (after giving effect to the application of Available
Funds on such Distribution Date) and (iii) third, be deposited into the Certificate Payment Account for payment to the Certificateholders. If the Reserve Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with
the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Reserve
Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee in writing of any change in the account number or location of the Reserve Account. 
  
 (c) With respect to any Reserve Account Property: 
  
 (i) any Reserve Account Property that is a “financial
asset” (as defined in Section 8-102(a)(9) of the Relevant UCC) shall be physically delivered to, or credited to an account in the name of, the Eligible Institution maintaining the Reserve Account, in accordance with such institution’s
customary procedures such that such institution establishes a “securities entitlement” in favor of the Indenture Trustee with respect thereto; 
  
 (ii) any Reserve Account Property that is held in deposit accounts shall be held solely in the name of the Indenture Trustee at one or
more depository institutions having the Required Rating and each such deposit account shall be subject to the exclusive custody and control of the Indenture Trustee and the Indenture Trustee shall have sole signature authority with respect thereto;
and 
  
 (iii) except for any deposit accounts
specified in clause (ii) above, the Reserve Account shall only be invested in securities or in other assets which the Eligible Institution maintaining the Reserve Account agrees to treat as “financial assets” (as defined in
Section 8-102(a)(9) of the Relevant UCC). 
  
 (d) If the
Reserve Account Amount for any Distribution Date (after giving effect to the withdrawal of the Reserve Account Draw Amount for such Distribution Date) exceeds the Required Reserve Account Amount for such Distribution Date, the Servicer shall
instruct the Indenture Trustee in writing to distribute the amount of such excess (i) first, to the Secondary Reserve Account to the extent of any unfunded Secondary Reserve Account Deficiency on such Distribution Date (after giving effect to
all deposits to and withdrawals from the Secondary Reserve Account on such Distribution Date), (ii) second, be deposited into the Note Payment Account, for payment of principal of the Notes in the priority set forth in Section 2.8(b) of
the Indenture, to the extent of any unfunded Regular Principal Distributable Amount, if any, on such Distribution Date (after giving effect to the application of Available Funds on such Distribution Date) and (iii) third, to the Certificate
Payment Account for payment to the Certificateholders. The Indenture Trustee and the Owner Trustee hereby release, on each Distribution Date, their security interest in, to and under Reserve Account Property distributed to the Certificateholders.

  

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 (e) If the Note Balance, and all other amounts owing or to be distributed hereunder or under the
Indenture or the Trust Agreement to the Noteholders, or the Certificateholders, have been paid in full and the Trust has been terminated, any remaining Reserve Account Property shall be distributed to the Certificateholders. 
  
 SECTION 4.8 Net Deposits. As an administrative convenience,
unless the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, the Depositor and the Servicer may make any remittance pursuant to this Article IV with respect to a Collection Period net of
distributions or reimbursements to be made to the Depositor or the Servicer with respect to such Collection Period; provided, however, that such obligations shall remain separate obligations, no party shall have a right of offset and
each such party shall account for all of the above described remittances and distributions as if the amounts were deposited and/or transferred separately. 
  
 SECTION 4.9 Statements to Noteholders and Certificateholders. On or prior to each Distribution Date, the Servicer shall provide to the
Indenture Trustee (with copies to the Depositor, the Rating Agencies and each Paying Agent), for the Indenture Trustee to forward to each Noteholder of record as of the most recent Record Date and to the Owner Trustee (with copies to the Depositor,
the Rating Agencies and each Paying Agent) for the Owner Trustee to forward to each Certificateholder of record as of the most recent Record Date, a statement in substantially the form of Exhibit B or Exhibit C, as applicable. Each such statement
shall set forth at least the following information as to the Notes and the Certificates (to the extent applicable) with respect to the distribution to be made on such Distribution Date: 
  
 (i) the amount of such distribution allocable to principal for each Class of Notes; 
  
 (ii) the Priority Principal Distributable Amount for such
Distribution Date; 
  
 (iii) the Secondary
Principal Distributable Amount for such Distribution Date; 
  
 (iv) [RESERVED]; 
  
 (v) the Regular Principal Distributable Amount for such Distribution Date; 
  
 (vi) the amount of such distribution allocable to current and overdue interest (including any interest on overdue interest) for each Class
of Notes; 
  
 (vii) the Total Servicing Fee for
the preceding Collection Period; 
  
 (viii) the
aggregate outstanding principal balance of each Class of Notes and the Note Pool Factor with respect to each Class of Notes (in each case after giving effect to payments allocated to principal reported under clause (i) above); 
  
 (ix) the Pool Balance as of the close of business on the
last day of the preceding Collection Period; 
  

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 (x) the Reserve Account Amount on such Distribution Date (after giving effect to all
deposits to or withdrawals from the Reserve Account on such Distribution Date) and the Secondary Reserve Account Amount on such Distribution Date (after giving effect to all deposits to or withdrawals from the Secondary Reserve Account on such
Distribution Date); 
  
 (xi) The Reserve Account
Draw Amount for such Distribution Date and the Secondary Reserve Account Draw Amount for such Distribution Date; 
  
 (xii) the aggregate Purchase Amount of Receivables repurchased by the Depositor or purchased by the Servicer, if any, with respect to the
preceding Collection Period; 
  
 (xiii) the
number and aggregate Principal Balance of Receivables that were 31-60 days, 61-90 days or 91 days or more delinquent as of the last day of the preceding Collection Period; 
  
 (xiv) the Net Losses with respect to the preceding Collection Period; 
  
 (xv) the Overcollateralization Target Amount for such
Distribution Date and the amount by which the Pool Balance exceeds the Note Balance as of such Distribution Date (after giving effect to any payments made to the Holders of the Notes on such Distribution Date); 
  
 (xvi) the amount of Available Collections for the preceding
Collection Period; and 
  
 (xvii) the amount of
Excess Collections with respect to such Distribution Date. 
  
 SECTION 4.10 Control of Securities Accounts. Notwithstanding anything to the contrary contained herein, the Trust agrees that each of the Collection Account, the Note Payment Account, the Certificate Payment Account, the Reserve
Account and the Secondary Reserve Account will only be established at an Eligible Institution that agrees substantially as follows: (i) it will comply with “entitlement orders” (as defined in Section 8-102(a)(8) of the Relevant
UCC) relating to such accounts issued by the Indenture Trustee without further consent by the Trust; (ii) until the termination of the Indenture, it will not enter into any other agreement relating to any such account pursuant to which it
agrees to comply with entitlement orders of any Person other than the Indenture Trustee; and (iii) all assets delivered or credited to it in connection with such accounts and all investments thereof will be promptly credited to such accounts.

  
 SECTION 4.11 Secondary Reserve Account.

  
 (a) The Servicer shall establish, on or before the Closing
Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Secondary Reserve Account (the “Secondary Reserve
Account”). The Secondary Reserve Account shall be held in trust for the 
  

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 benefit of the Noteholders and the Certificateholders. The Secondary Reserve Account shall be under the sole dominion and
control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Secondary Reserve Account in accordance with this Agreement and the
Indenture. The Secondary Reserve Account and all amounts, securities, investments, financial assets and other property deposited in or credited to the Secondary Reserve Account (the “Secondary Reserve Account Property”) has been
conveyed by the Depositor to the Trust pursuant to Section 2.1. Pursuant to the Indenture, the Trust will pledge all of its right, title and interest in, to and under the Secondary Reserve Account and the Secondary Reserve Account Property to
the Indenture Trustee on behalf of the Noteholders and the Certificateholders to secure its obligations under the Notes and the Indenture. 
  
 (b) The Secondary Reserve Account Property shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by
the Servicer, by the bank or trust company then maintaining the Secondary Reserve Account in Permitted Investments that mature not later than the Business Day preceding the next Distribution Date. All such Permitted Investments shall be held to
maturity. On any Distribution Date, all interest and other income (net of losses and investment expenses) on funds on deposit in the Secondary Reserve Account, to the extent that funds on deposit therein, as certified by the Servicer, exceed the
Required Secondary Reserve Account Amount, shall, at the written direction of the Servicer, (i) first, be deposited into the Reserve Account to the extent of any unfunded Reserve Account Deficiency on such Distribution Date (after giving effect
to all deposits to and withdrawals from the Reserve Account on such Distribution Date), (ii) second, be deposited into the Note Payment Account, for payment of principal of the Notes in the priority set forth in Section 2.8(b) of the
Indenture, to the extent of any unfunded Regular Principal Distributable Amount, if any, on such Distribution Date (after giving effect to the application of Available Funds on such Distribution Date) and (iii) third, be deposited into the
Certificate Payment Account for payment to the Certificateholders. If the Secondary Reserve Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and
in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Secondary Reserve Account to be moved to an Eligible Institution. The Servicer
shall promptly notify the Indenture Trustee and the Owner Trustee in writing of any change in the account number or location of the Secondary Reserve Account. 
  

(c) With respect to any Secondary Reserve Account Property: 
  

(i) any Secondary Reserve Account Property that is a “financial asset” (as defined in Section 8-102(a)(9) of the
Relevant UCC) shall be physically delivered to, or credited to an account in the name of, the Eligible Institution maintaining the Secondary Reserve Account, in accordance with such institution’s customary procedures such that such institution
establishes a “securities entitlement” in favor of the Indenture Trustee with respect thereto; 
  
 (ii) any Secondary Reserve Account Property that is held in deposit accounts shall be held solely in the name of the Indenture Trustee at
one or more depository institutions having the Required Rating and each such deposit account shall be subject to the exclusive custody and control of the Indenture Trustee and the Indenture Trustee shall have sole signature authority with respect
thereto; and 
  

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 (iii) except for any deposit accounts specified in clause (ii) above, the Secondary
Reserve Account shall only be invested in securities or in other assets which the Eligible Institution maintaining the Secondary Reserve Account agrees to treat as “financial assets” (as defined in Section 8-102(a)(9) of the Relevant
UCC). 
  
 (d) If the Secondary Reserve Account Amount for any
Distribution Date (after giving effect to the withdrawal of the Secondary Reserve Account Draw Amount for such Distribution Date) exceeds the Required Secondary Reserve Account Amount for such Distribution Date, the Servicer shall instruct the
Indenture Trustee in writing to distribute the amount of such excess (i) first, to the Reserve Account to the extent of any unfunded Reserve Account Deficiency on such Distribution Date (after giving effect to all deposits to and withdrawals
from the Reserve Account on such Distribution Date), (ii) second, be deposited into the Note Payment Account, for payment of principal of the Notes in the priority set forth in Section 2.8(b) of the Indenture, to the extent of any unfunded
Regular Principal Distributable Amount, if any, on such Distribution Date (after giving effect to the application of Available Funds on such Distribution Date) and (iii) third, to the Certificate Payment Account for payment to the
Certificateholders. The Indenture Trustee and the Owner Trustee hereby release, on each Distribution Date, their security interest in, to and under Secondary Reserve Account Property distributed to the Certificateholders. 
  
 (e) If the Note Balance, and all other amounts owing or to be distributed
hereunder or under the Indenture or the Trust Agreement to the Noteholders, or the Certificateholders, have been paid in full and the Trust has been terminated, any remaining Secondary Reserve Account Property shall be distributed to the
Certificateholders. 
  
 ARTICLE V 
 [RESERVED] 
  
 ARTICLE VI 
 THE DEPOSITOR 
  
 SECTION 6.1 Representations and Warranties of Depositor. The Depositor makes the following representations and
warranties on which the Trust shall be deemed to have relied in accepting the Trust Property. The representations and warranties speak as of the execution and delivery of this Agreement and shall survive the sale, transfer, assignment and conveyance
of the Trust Property to the Trust pursuant to this Agreement and the pledge of the Trust Property to the Indenture Trustee pursuant to the Indenture: 
  
 (a) Organization and Good Standing. The Depositor has been duly organized and is validly existing as a limited liability company in good standing
under the laws of the State of Delaware, has the power, authority and legal right to own its properties and to conduct its business as such properties are currently owned and such business is currently conducted, and has the power, authority and
legal right to acquire, own and sell the Receivables. 
  

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 (b) Due Qualification. The Depositor is duly qualified to do business as a foreign limited
liability company in good standing and has obtained all necessary licenses and approvals in each jurisdiction in which the failure to so qualify or to obtain such licenses and approvals would, in the reasonable judgment of the Depositor, materially
and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement, any of the other Transaction Documents to which the Depositor is a party, the Receivables, the Notes or the
Certificates. 
  
 (c) Power and Authority. The Depositor
has the power and authority to execute, deliver and perform its obligations under this Agreement and the other Transaction Documents to which it is a party. The Depositor has the power and authority to sell, assign, transfer and convey the property
to be transferred to and deposited with the Trust and has duly authorized such transfer and deposit by all necessary limited liability company action, and the execution, delivery and performance of this Agreement and the other Transaction Documents
to which the Depositor is a party have been duly authorized by the Depositor by all necessary limited liability company action. 
  
 (d) Valid Transfer; Binding Obligation. This Agreement effects a valid sale, transfer, assignment and conveyance to the Trust of the Receivables
and the other Trust Property enforceable against all creditors of and purchasers from the Depositor. This Agreement and the other Transaction Documents to which the Depositor is a party constitute legal, valid and binding obligations of the
Depositor, enforceable against the Depositor in accordance with their terms, subject, as to enforceability, to applicable bankruptcy, insolvency, reorganization, conservatorship, receivership, liquidation and other similar laws and to general
equitable principles. 
  
 (e) No Violation. The execution,
delivery and performance by the Depositor of this Agreement and the other Transaction Documents to which the Depositor is a party, the consummation of the transactions contemplated hereby and thereby and the fulfillment of the terms hereof and
thereof will not conflict with, result in a breach of any of the terms and provisions of or constitute (with or without notice or lapse of time or both) a default under the certificate of formation or limited liability company agreement of the
Depositor or any material indenture, agreement, mortgage, deed of trust or other instrument to which the Depositor is a party or by which the Depositor is bound or to which any of its properties are subject, or result in the creation or imposition
of any lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument (other than pursuant to this Agreement), or violate any law, order, rule or regulation applicable to the
Depositor or its properties of any federal or state regulatory body, court, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or any of its properties. 
  
 (f) No Proceedings. There are no proceedings or investigations pending
or, to the knowledge of the Depositor, threatened against the Depositor before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties (i) asserting the
invalidity of this Agreement, the Indenture, the Trust Agreement, any of the other Transaction Documents, the Notes or the Certificates, (ii) seeking to prevent the issuance of the Notes or the Certificates or the consummation of any of the
transactions contemplated by this Agreement, the Indenture, the Trust Agreement or any of the 
  

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 other Transaction Documents, (iii) seeking any determination or ruling that, in the reasonable judgment of the
Depositor, would materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement, the Indenture, the Trust Agreement, any of the other Transaction Documents, the
Receivables, the Notes or the Certificates, or (iv) that, in the reasonable judgment of the Depositor, would adversely affect the federal or Applicable Tax State income, excise, franchise or similar tax attributes of the Trust or of the Notes
or the Certificates. 
  
 SECTION 6.2 Liability of
Depositor; Indemnities. 
  
 (a) The Depositor shall be liable
in accordance herewith only to the extent of the obligations specifically undertaken by the Depositor under this Agreement. 
  
 (b) The Depositor shall indemnify, defend and hold harmless the Trust, the Owner Trustee and the Indenture Trustee from and against any taxes that may at
any time be asserted against any such Person with respect to, and as of the date of, the transfer of the Receivables to the Trust or the issuance and original sale of the Notes or the Certificates, including any sales, gross receipts, general
corporation, tangible personal property, privilege or license taxes (but, in the case of the Trust, not including any taxes asserted with respect to ownership of the Receivables or federal or other Applicable Tax State income taxes arising out of
the transactions contemplated by this Agreement and the other Transaction Documents), and all costs and expenses in defending against such taxes. 
  
 (c) The Depositor shall indemnify, defend and hold harmless the Trust, the Owner Trustee, the Indenture Trustee, the Noteholders and the
Certificateholders from and against any loss, liability or expense incurred by reason of (i) the Depositor’s willful misfeasance, bad faith or gross negligence in the performance of its duties under this Agreement or any other Transaction
Document to which it is a party or by reason of a reckless disregard of its obligations and duties under this Agreement or any other Transaction Document to which it is a party and (ii) the Depositor’s violation of federal or state
securities laws in connection with the registration or the sale of the Notes. 
  
 (d) The Depositor shall indemnify, defend and hold harmless the Owner Trustee and the Indenture Trustee and their respective officers, directors, employees and agents from and against all costs, expenses, losses,
claims, damages and liabilities arising out of or incurred in connection with the acceptance or performance of the trusts and duties contained herein and in the Trust Agreement, in the case of the Owner Trustee, and in the Indenture, in the case of
the Indenture Trustee, except to the extent that such cost, expense, loss, claim, damage or liability (i) shall be due to the willful misfeasance, bad faith or gross negligence (except for errors in judgment) of the Owner Trustee or the
Indenture Trustee, as applicable, (ii) in the case of the Owner Trustee, shall arise from the breach by the Owner Trustee of any of its representations or warranties set forth in the Trust Agreement, (iii) in the case of the Indenture
Trustee, shall arise from the breach by the Indenture Trustee of any of its representations and warranties set forth in the Indenture or (iv) relates to any tax other than the taxes with respect to which either the Depositor or the Servicer
shall be required to indemnify the Owner Trustee or the Indenture Trustee, as applicable. 
  

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 (e) The Depositor shall pay any and all taxes levied or assessed upon all or any part of the Owner Trust
Estate. 
  
 Indemnification under this Section 6.2 shall
survive the resignation or removal of the Owner Trustee or the Indenture Trustee and the termination of this Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Depositor shall have made any
indemnity payments pursuant to this Section 6.2 and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Depositor, without
interest. Notwithstanding anything to the contrary contained herein, the Depositor shall only be required to pay (i) any fees, expenses, indemnities or other liabilities that it may incur under the Transaction Documents from funds available
pursuant to, and in accordance with, the payment priorities set forth in this Agreement and (ii) to the extent the Depositor has additional funds available (other than funds described in the preceding clause (i)) that would be in excess of
amounts that would be necessary to pay the debt and other obligations of the Depositor in accordance with the Depositor’s certificate of formation, operating agreement and all financing documents to which the Depositor is a party. The agreement
set forth in the preceding sentence shall constitute a subordination agreement for purposes of Section 510(a) of the Bankruptcy Code. In addition, no amount owing by the Depositor hereunder in excess of liabilities that it is required to pay in
accordance with the preceding sentence shall constitute a “claim” (as defined in Section 101(5) of the Bankruptcy Code) against it. 
  
 SECTION 6.3 Merger or Consolidation of, or Assumption of The Obligations of, Depositor. Any Person (i) into which the Depositor shall be
merged or consolidated, (ii) resulting from any merger, conversion or consolidation to which the Depositor shall be a party or (iii) that shall succeed by purchase and assumption to all or substantially all of the business of the
Depositor, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Depositor under this Agreement, shall be the successor to the Depositor under this Agreement without the execution or filing
of any other document or any further act on the part of any of the parties to this Agreement; provided, however, that (x) the Depositor shall have delivered to the Owner Trustee and the Indenture Trustee an Officer’s
Certificate and an Opinion of Counsel each stating that such merger, conversion, consolidation or succession and such agreement of assumption comply with this Section 6.3, (y) the Depositor shall have delivered to the Owner Trustee and the
Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been authorized and filed that are necessary to fully preserve and
protect the interest of the Trust and the Indenture Trustee, respectively, in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the
opinion of such counsel, no such action shall be necessary to fully preserve and protect such interest and (z) the Rating Agency Condition shall have been satisfied. Notwithstanding anything to the contrary contained herein, the execution of
the foregoing agreement of assumption and compliance with clauses (x), (y) and (z) above shall be conditions to the consummation of the transactions referred to in clauses (i), (ii) and (iii) above. 
  

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 SECTION 6.4 Limitation on Liability of Depositor and Others. 
  
 (a) Neither the Depositor nor any of the directors, officers, employees or
agents of the Depositor shall be under any liability to the Trust, the Noteholders or the Certificateholders for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided,
however, that this provision shall not protect the Depositor or any such Person against any liability that would otherwise be imposed by reason of willful misfeasance or bad faith in the performance of duties or by reason of reckless
disregard of obligations and duties under this Agreement, or by reason of gross negligence in the performance of duties under this Agreement (except for errors in judgment). The Depositor, and its directors, officers, employees and agents, may rely
in good faith on the advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person in respect of any matters arising under this Agreement. 
  
 (b) The Depositor shall not be under any obligation to appear in, prosecute
or defend any legal action that shall not be incidental to its obligations under this Agreement and that in its opinion may involve it in any expense or liability. 
  
 SECTION 6.5 Depositor May Own Notes or Certificates. The Depositor, and any Affiliate of the Depositor, may, in
its individual or any other capacity, become the owner or pledgee of Notes or Certificates with the same rights as it would have if it were not the Depositor or an Affiliate of the Depositor, except as otherwise expressly provided herein (including
in the definitions of “Note Balance”) or in the other Transaction Documents. Except as otherwise expressly provided herein (including the definition of “Note Balance”) or in the other Transaction Documents, Notes and Certificates
so owned by or pledged to the Depositor or such Affiliate shall have an equal and proportionate benefit under the provisions of this Agreement and the other Transaction Documents, without preference, priority or distinction as among the Notes and
the Certificates. 
  
 SECTION 6.6 [RESERVED]

  
 SECTION 6.7 Certain Limitations 
  
 (a) The purpose of the Depositor shall be limited to the conduct or
promotion of the following activities: (i) to acquire, lease, own, hold, sell, transfer, convey, dispose of, pledge, assign, borrow money against, grant a security interest in, finance, refinance or otherwise deal with, publicly or privately
and whether with unrelated third parties or with affiliated entities, automotive installment sale contracts and service contracts originated or acquired by CarMax or its Affiliates or interests therein, the related motor vehicles or interests
therein and the related documentation and monies due or to become due thereunder, proceeds from claims on insurance policies related thereto and all related rights and the proceeds of any of the foregoing (collectively, the
“Assets”), (ii) to perform its obligations under the Basic Documents (as defined in the limited liability company agreement of the Depositor (the “LLC Agreement”)), (iii) to act as settlor or grantor of
one or more trusts or special purpose entities (each, a “Securitization Trust”) formed pursuant to a trust agreement or other agreement, which Securitization Trust may issue one or more series or classes of certificates, bonds,
notes or other evidences of interest or indebtedness (collectively, “Securities”) secured by or representing beneficial interests in the 
  

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 Assets, (iv) to acquire Securities or other property of a Securitization Trust (including remainder interests in
collateral or reserve accounts) or any interest in any of the foregoing, (v) to cause the issuance of, authorize, sell and deliver Securities or other instruments secured or collateralized by Securities, (vi) to own equity interests in
other limited liability companies or partnerships whose purposes are substantially restricted to those described in clauses (i) through (v) above, (vii) to borrow money other than pursuant to clause (i) above, but only to the
extent that such borrowing is permitted by the terms of the transactions contemplated by clauses (i) through (vi) above, (viii) to loan or otherwise invest funds received as a result of the Depositor’s interest in any
Securitization Trust or Securities and any other income, as determined by the Member (as defined in the LLC Agreement) of the Depositor from time to time, and (ix) to (A) negotiate, authorize, execute, deliver or assume or perform the
obligations under any agreement, instrument or document relating to the activities set forth in clauses (i) through (viii) above, including the Basic Documents (as defined in the LLC Agreement) and (B) engage in any lawful act or
activity and to exercise any powers permitted to limited liability companies organized under the laws of the State of Delaware that are incidental to and necessary, convenient or advisable for the accomplishment of the above-mentioned purposes,
including the entering into of (x) interest rate or basis swap, cap, floor or collar agreements, currency exchange agreements or similar hedging transactions, (y) any agreement providing for the funding of any amount due under any of the
Securities through direct borrowings, letters of credit, insurance or otherwise and (z) referral, management, servicing and administration agreements. Capitalized terms used in the following sentence, other than the terms “Depositor”
and “LLC Agreement”, have the respective meanings assigned to them in the LLC Agreement. So long as any Obligation is outstanding, the Depositor shall not (i) except as contemplated in the Basic Documents, guarantee any obligation of
any Person, including any Affiliate, (ii) engage, directly or indirectly, in any business other than the activities required or permitted to be performed under Article Three of the LLC Agreement, the Basic Documents or Section 4.10 of the
LLC Agreement, (iii) incur, create or assume any indebtedness other than as expressly permitted under Article Three of the LLC Agreement, the Basic Documents or Section 4.10 of the LLC Agreement, (iv) make or permit to remain
outstanding any loan or advance to, or own or acquire any stock or securities of, any Person, except that the Depositor may invest in those investments permitted under Article Three of the LLC Agreement, the Basic Documents or Section 4.10 of
the LLC Agreement and may make any advance required or expressly permitted to be made pursuant to any provision of Article Three of the LLC Agreement, the Basic Documents or Section 4.10 of the LLC Agreement and permit the same to remain
outstanding in accordance with such provisions, (v) to the fullest extent permitted by law, engage in any dissolution, liquidation, consolidation, merger, asset sale or transfer of ownership interests other than such activities as are expressly
permitted pursuant to any provision of Article Three of the LLC Agreement, the Basic Documents or Section 4.10 of the LLC Agreement or (vi) except as contemplated by Article Three of the LLC Agreement or the Basic Documents, form, acquire
or hold any subsidiary (whether a corporation, partnership, limited liability company or other entity). 
  
 (b) Notwithstanding any other provision of this Section and any provision of law, the Depositor shall not do any of the following: 
  
 (i) engage in any business or activity other than as set
forth in clause (a) above; or 
  

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 (ii) without the unanimous written consent of the members of the Depositor and the
members of the Board of Directors of the Depositor (including all independent directors of the Depositor), (A) consolidate or merge the Depositor with or into any Person or sell all or substantially all of the assets of the Depositor,
(B) institute proceedings to have the Depositor be adjudicated bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against Depositor, (C) file a petition seeking, or consent to, reorganization or
relief with respect to the Depositor under any applicable federal or state law relating to bankruptcy, (D) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Depositor or a
substantial part of its property, (E) make any assignment for the benefit of creditors of the Depositor, (F) admit in writing the Depositor’s inability to pay its debts generally as they become due, (G) take any action in
furtherance of any action set forth in clauses (A) through (F) above or (H) to the fullest extent permitted by law, dissolve or liquidate the Depositor. 
  
 (c) The Depositor shall not amend its organizational documents except in accordance with the provisions thereof. 

 
 ARTICLE VII 
 THE SERVICER 
  
 SECTION 7.1 Representations and Warranties of Servicer. The Servicer makes the following representations and warranties on which the Trust shall be deemed to have relied in accepting the Trust Property. The representations and
warranties speak as of the execution and delivery of this Agreement and shall survive the sale, transfer, assignment and conveyance of the Trust Property to the Trust pursuant to this Agreement and the pledge of the Trust Property to the Indenture
Trustee pursuant to the Indenture: 
  
 (a) Organization and
Good Standing. The Servicer has been duly organized and is validly existing as a limited liability company in good standing under the laws of the state of Delaware, has the power, authority and legal right to own its properties and to conduct
its business as such properties are currently owned and such business is currently conducted and has the power, authority and legal right to acquire, own, sell and service the Receivables and to hold the Receivable Files as custodian on behalf of
the Trust. 
  
 (b) Due Qualification. The Servicer is duly
qualified to do business as a foreign limited liability company in good standing and has obtained all necessary licenses and approvals in each jurisdiction in which the failure to so qualify or to obtain such licenses and approvals would, in the
reasonable judgment of the Servicer, materially and adversely affect the performance by the Servicer of its obligations under, or the validity or enforceability of, this Agreement, the Indenture, the Trust Agreement, any of the other Transaction
Documents, the Receivables, the Notes or the Certificates. 
  
 (c)
Power and Authority. The Servicer has the power and authority to execute, deliver and perform its obligations under this Agreement and the other Transaction Documents to which it is a party, and the execution, delivery and performance of this
Agreement and the other Transaction Documents to which the Servicer is a party have been duly authorized by the Servicer by all necessary action. 
  

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 (d) Binding Obligation. This Agreement and the other Transaction Documents to which the Servicer
is a party constitute legal, valid and binding obligations of the Servicer, enforceable against the Servicer in accordance with their terms, subject, as to enforceability, to applicable bankruptcy, insolvency, reorganization, conservatorship,
receivership, liquidation and other similar laws and to general equitable principles. 
  
 (e) No Violation. The execution, delivery and performance by the Servicer of this Agreement and the other Transaction Documents to which the Servicer is a party, the consummation of the transactions
contemplated hereby and thereby and the fulfillment of the terms hereof and thereof will not conflict with, result in a breach of any of the terms and provisions of or constitute (with or without notice or lapse of time or both) a default under the
certificate of formation or limited liability company agreement of the Servicer or any material indenture, agreement, mortgage, deed of trust or other instrument to which the Servicer is a party or by which the Servicer is bound or to which any of
its properties are subject, or result in the creation or imposition of any lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument, or violate any law, order, rule or
regulation applicable to the Servicer or its properties of any federal or state regulatory body, court, administrative agency or other governmental instrumentality having jurisdiction over the Servicer or any of its properties. 
  
 (f) No Proceedings. There are no proceedings or investigations
pending, or, to the knowledge of the Servicer, threatened, against the Servicer before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Servicer or its properties
(i) asserting the invalidity of this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) seeking any determination or ruling that, in the reasonable judgment of the
Servicer would materially and adversely affect the performance by the Servicer of its obligations under, or the validity or enforceability of, this Agreement or the Receivables. 
  
 (g) Security Interest Matters. The Servicer has in its possession all original copies of the motor vehicle retail
installment sale contracts that constitute or evidence the Receivables. The motor vehicle retail installment sale contracts that constitute or evidence the Receivables do not have any marks or notations indicating that they have been pledged,
assigned or otherwise conveyed to any Person other than the Depositor, the Trust or the Indenture Trustee. 
  
 SECTION 7.2 Liability of Servicer; Indemnities. 
  
 (a) The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this
Agreement. 
  
 (b) The Servicer shall indemnify, defend and hold
harmless the Trust, the Owner Trustee, the Indenture Trustee, the Noteholders, the Certificateholders and the Depositor from and against all costs, expenses, losses, claims, damages and liabilities arising out of or incurred in connection with the
use, ownership or operation by the Servicer or any Affiliate of the Servicer of a Financed Vehicle. 
  

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 (c) The Servicer shall indemnify, defend and hold harmless the Trust, the Owner Trustee and the Indenture
Trustee from and against any taxes that may at any time be asserted against any such Person with respect to the transactions contemplated in this Agreement or the other Transaction Documents, including any sales, gross receipts, general corporation,
tangible personal property, privilege or license taxes (but, in the case of the Trust, not including any taxes asserted with respect to, and as of the date of, the transfer of the Receivables to the Trust or the issuance and original sale of the
Notes or the Certificates or asserted with respect to ownership of the Receivables or federal or other Applicable Tax State income taxes arising out of the transactions contemplated by this Agreement and the other Transaction Documents), and all
costs and expenses in defending against such taxes. 
  
 (d) The
Servicer shall indemnify, defend and hold harmless the Trust, the Owner Trustee, the Indenture Trustee, the Noteholders, the Certificateholders and the Depositor from and against any loss, liability or expense incurred by reason of the
Servicer’s willful misfeasance, bad faith or gross negligence in the performance of its duties under this Agreement or any other Transaction Document to which it is a party or by reason of a reckless disregard of its obligations and duties
under this Agreement or any other Transaction Document to which it is a party. 
  
 (e) The Servicer shall indemnify, defend and hold harmless the Owner Trustee and the Indenture Trustee and their respective officers, directors, employees and agents from and against all costs, expenses, losses,
claims, damages and liabilities arising out of or incurred in connection with the acceptance or performance of the trusts and duties contained herein and in the Trust Agreement, in the case of the Owner Trustee, and in the Indenture, in the case of
the Indenture Trustee, except to the extent that such cost, expense, loss, claim, damage or liability (i) shall be due to the willful misfeasance, bad faith or gross negligence (except for errors in judgment) of the Owner Trustee or the
Indenture Trustee, as applicable, (ii) in the case of the Owner Trustee, shall arise from the breach by the Owner Trustee of any of its representations or warranties set forth in the Trust Agreement, (iii) in the case of the Indenture
Trustee, shall arise from the breach by the Indenture Trustee of any of its representations and warranties set forth in the Indenture or (iv) relates to any tax other than the taxes with respect to which either the Depositor or the Servicer
shall be required to indemnify the Owner Trustee or the Indenture Trustee, as applicable. 
  
 (f) For purposes of this Section 7.2, in the event of a termination of the rights and obligations of CarMax (or any successor Servicer) as Servicer pursuant to Section 8.1 or a resignation by CarMax (or any
successor Servicer) as Servicer pursuant to Section 7.6, CarMax (or any successor Servicer) shall be deemed to be the Servicer pending appointment of a successor Servicer (other than the Indenture Trustee) pursuant to Section 8.2.
Indemnification under this Section 7.2 by CarMax (or any successor Servicer) as Servicer, with respect to the period such Person was (or was deemed to be) the Servicer, shall survive the termination of such Person as Servicer or a resignation
by such Person as Servicer as well as the resignation or removal of the Owner Trustee or the Indenture Trustee and the termination of this Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation and the fees

  

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 and expenses of the Owner Trustee and the Indenture Trustee. If the Servicer shall have made any indemnity payments
pursuant to this Section 7.2 and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Servicer, without interest. 
  
 SECTION 7.3 Merger or Consolidation of, or Assumption of the
Obligations of, Servicer. Any Person (i) into which the Servicer shall be merged or consolidated, (ii) resulting from any merger, conversion or consolidation to which the Servicer shall be a party or (iii) that shall succeed by
purchase and assumption to all or substantially all of the business of the Servicer, which Person in any of the foregoing cases is an Eligible Servicer and executes an agreement of assumption to perform every obligation of the Servicer under this
Agreement, shall be the successor to the Servicer under this Agreement without the execution or filing of any other document or any further act on the part of any of the parties to this Agreement; provided, however, that (x) the
Servicer shall have delivered to the Depositor, the Owner Trustee and the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such merger, conversion, consolidation or succession and such agreement of
assumption comply with this Section 7.3 and (y) the Servicer shall have delivered to the Depositor, the Owner Trustee and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all
financing statements and continuation statements and amendments thereto have been authorized and filed that are necessary to fully preserve and protect the interest of the Trust and the Indenture Trustee, respectively, in the Receivables, and
reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to fully preserve and protect such interest.
The Servicer shall provide prior written notice of any merger, conversion, consolidation or succession pursuant to this Section 7.3 to the Rating Agencies. Notwithstanding anything to the contrary contained herein, the execution of the
foregoing agreement of assumption and compliance with clauses (x) and (y) above shall be conditions to the consummation of the transactions referred to in clauses (i), (ii) and (iii) above. 
  
 SECTION 7.4 Limitation on Liability of Servicer and Others.

  
 (a) Neither the Servicer nor any of the directors, officers,
employees or agents of the Servicer shall be under any liability to the Trust, the Noteholders or the Certificateholders for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment;
provided, however, that this provision shall not protect the Servicer or any such Person against any liability that would otherwise be imposed by reason of willful misfeasance or bad faith in the performance of duties or by reason of
reckless disregard of obligations and duties under this Agreement, or by reason of negligence in the performance of duties under this Agreement (except for errors in judgment). The Servicer, and its directors, officers, employees and agents, may
rely in good faith on the advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person in respect of any matters arising under this Agreement. 
  
 (b) The Servicer shall not be under any obligation to appear in, prosecute or
defend any legal action that shall not be incidental to its duties to service the Receivables in accordance with this Agreement and that in its opinion may involve it in any expense or liability; provided, however, that the Servicer
may undertake any reasonable action that it may deem 
  

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 necessary or desirable in respect of this Agreement and the rights and duties of the parties to this Agreement and the
interests of the Noteholders and the Certificateholders under this Agreement. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Servicer. 
  
 SECTION 7.5 Delegation of Duties. The Servicer may at any time
delegate its duties as servicer under this Agreement to third parties; provided, however, that no such delegation shall relieve the Servicer of its responsibilities with respect to such duties and the Servicer shall be solely
responsible for the fees of any such third party. 
  
 SECTION 7.6 Servicer Not to Resign. Subject to the provisions of Section 7.3, the Servicer shall not resign from its obligations and duties under this Agreement except (i) upon a determination that the performance of
its duties is no longer permissible under applicable law or (ii) upon the appointment of a successor Servicer and satisfaction of the Rating Agency Condition with respect to such resignation and appointment. Any such determination permitting
the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Depositor, the Owner Trustee and the Indenture Trustee. No such resignation shall become effective until the Indenture Trustee or a successor
Servicer shall have (i) assumed the obligations and duties of the Servicer in accordance with Section 8.2 and (ii) become the Administrator under the Administration Agreement pursuant to Section 20 thereof. 
  
 SECTION 7.7 Servicer May Own Notes or Certificates. The
Servicer, and any Affiliate of the Servicer, may, in its individual or any other capacity, become the owner or pledgee of Notes or Certificates with the same rights as it would have if it were not the Servicer or an Affiliate of the Servicer, except
as otherwise expressly provided herein (including in the definitions of “Note Balance”) or in the other Transaction Documents. Except as otherwise expressly provided herein (including in the definitions of “Note Balance”) or in
the other Transaction Documents, Notes and Certificates so owned by or pledged to the Servicer or such Affiliate shall have an equal and proportionate benefit under the provisions of this Agreement and the other Transaction Documents, without
preference, priority or distinction as among the Notes and the Certificates. 
  
 ARTICLE VIII 
 SERVICING TERMINATION 
  
 SECTION 8.1 Events of Servicing Termination. 
  
 (a) The occurrence of any one of the following events shall constitute an event of servicing termination hereunder (each, an
“Event of Servicing Termination”): 
  
 (i) any failure by the Servicer to deliver to the Owner Trustee or the Indenture Trustee the Servicer’s Certificate for any Collection Period, which failure shall continue unremedied beyond the earlier of three (3) Business Days
following the date such Servicer’s Certificate was required to be delivered and the Business Day preceding the related Distribution Date, or any failure by the Servicer to make any required payment or deposit under this Agreement, which failure
shall continue unremedied beyond the earlier of five (5) Business Days following the date such payment or deposit 
  

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 was due and, in the case of a payment or deposit to be made no later than a Distribution Date or the
Business Day preceding a Distribution Date, such Distribution Date or preceding Business Day, as applicable; or 
  
 (ii) any failure by the Servicer duly to observe or perform in any material respect any other covenant or agreement in this Agreement,
which failure shall materially and adversely affect the rights of the Depositor or the Noteholders and shall continue unremedied for a period of sixty (60) days after the date on which written notice of such failure, requiring the same to be
remedied, shall have been given to the Servicer by the Depositor, the Owner Trustee or the Indenture Trustee or to the Depositor, the Seller, the Servicer, the Owner Trustee and the Indenture Trustee by the Holders of Notes evidencing not less than
25% of the Note Balance of the Controlling Class; or 
  
 (iii) any representation or warranty of the Servicer made in this Agreement or in any certificate delivered pursuant hereto or in connection herewith, other than any representation and warranty relating to a Receivable that has been
purchased by the Servicer, proving to have been incorrect in any material respect as of the time when the same shall have been made, and the circumstance or condition in respect of which such representation or warranty was incorrect shall not have
been eliminated or otherwise cured for a period of thirty (30) days after the date on which written notice of such circumstance or condition, requiring the same to be eliminated or cured, shall have been given to the Servicer by the Depositor,
the Owner Trustee or the Indenture Trustee or to the Depositor, the Seller, the Servicer, the Owner Trustee and the Indenture Trustee by the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class; or 

 
 (iv) the entry of a decree or order by a court or agency
or supervisory authority of competent jurisdiction for the appointment of a conservator, receiver, liquidator or trustee for the Servicer in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar
proceeding, or for the winding up or liquidation of its affairs, which decree or order continues unstayed and in effect for a period of sixty (60) consecutive days; or 
  
 (v) the consent by the Servicer to the appointment of a conservator, receiver, liquidator or trustee in any
bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceeding of or relating to the Servicer or relating to substantially all of its property, the admission in writing by the Servicer of its inability to
pay its debts generally as they become due, the filing by the Servicer of a petition to take advantage of any applicable bankruptcy, insolvency or reorganization statute, the making by the Servicer of an assignment for the benefit of its creditors
or the voluntary suspension by the Servicer of payment of its obligations. 
  
 If an Event of Servicing Termination shall have occurred and be continuing, the Indenture Trustee or the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class, in each case by
notice then given in writing to the Depositor and the Servicer (with a copy to the Indenture Trustee and the Owner Trustee if given by the Noteholders), may terminate all of the rights and obligations of the Servicer under this 
  

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 Agreement; provided, however, that the indemnification obligations of the Servicer under Section 7.2
shall survive such termination. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates, the Trust Property or otherwise, shall
pass to and be vested in the Indenture Trustee or a successor Servicer appointed under Section 8.2 and, without limitation, the Indenture Trustee and the Owner Trustee shall be authorized and empowered to execute and deliver, on behalf of the
Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer
and endorsement of the Receivable Files or the certificates of title to the Financed Vehicles or otherwise. The Servicer shall cooperate with the Indenture Trustee, the Owner Trustee and such successor Servicer in effecting the termination of its
responsibilities and rights as Servicer under this Agreement, including the transfer to the Indenture Trustee or such successor Servicer for administration of all cash amounts that are at the time held by the Servicer for deposit or thereafter shall
be received with respect to a Receivable, all Receivable Files and all information or documents that the Indenture Trustee or such successor Servicer may require. In addition, the Servicer shall transfer its electronic records relating to the
Receivables to the successor Servicer in such electronic form as the successor Servicer may reasonably request. All reasonable costs and expenses (including reasonable attorneys’ fees) incurred or payable by the successor Servicer in connection
with the transfer of servicing (whether due to termination, resignation or otherwise), including allowable compensation of employees and overhead costs incurred or payable in connection with the transfer of the Receivable Files or any amendment to
this Agreement required in connection with the transfer of servicing, (the “Transition Costs”) shall be paid by the outgoing Servicer (or by the initial Servicer if the outgoing Servicer is the Indenture Trustee acting on an interim
basis) upon presentation of reasonable documentation of such costs and expenses. 
  
 (b) The Indenture Trustee and the Owner Trustee shall have no obligation to notify the Noteholders, the Certificateholders or any other Person of the occurrence of any event specified in Section 8.1(a) prior to
the continuance of such event through the end of any cure period specified in Section 8.1(a). 
  
 SECTION 8.2 Indenture Trustee to Act; Appointment of Successor Servicer. Upon the resignation of the Servicer pursuant to Section 7.6 or
the termination of the Servicer pursuant to Section 8.1, the Indenture Trustee shall be the successor in all respects to the Servicer in its capacity as Servicer under this Agreement and shall be subject to all the obligations and duties placed
on the Servicer by the terms and provisions of this Agreement; provided, however, that the Indenture Trustee, as successor Servicer or as successor Administrator, shall not, in any event, make any Simple Interest Advances pursuant to
Section 4.4 and shall have no obligations pursuant to Section 3.8 with respect to the fees and expenses of the Owner Trustee or the Indenture Trustee, the fees and expenses of the Owner Trustee’s attorneys or the Indenture
Trustee’s attorneys, the fees and expenses of any custodian appointed by the Owner Trustee or the Indenture Trustee, the fees and expenses of independent accountants or expenses incurred in connection with distributions and reports to the
Certificateholders or the Noteholders. As compensation therefor, the Indenture Trustee shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the Servicer would have been entitled to under this
Agreement if no such resignation or termination had occurred, except that all 
  

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 collections on or in respect of the Receivables shall be deposited in the Collection Account within two (2) Business
Days of receipt and shall not be retained by the successor Servicer. Notwithstanding the foregoing, the Indenture Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent
jurisdiction to appoint, an Eligible Servicer as the successor to the terminated Servicer under this Agreement. In connection with such appointment, the Indenture Trustee may make such arrangements for the compensation of such successor Servicer out
of collections on or in respect of the Receivables as it and such successor shall agree; provided, however, that such compensation shall not be greater than that payable to CarMax as Servicer hereunder without the prior consent of the
Holders of Notes evidencing at least 51% of the Note Balance of the Controlling Class. The Indenture Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. The
Indenture Trustee shall not be relieved of its duties as successor Servicer under this Section 8.2 until a newly appointed Servicer shall have assumed the obligations and duties of the terminated Servicer under this Agreement. Notwithstanding
anything to the contrary contained herein, in no event shall the Indenture Trustee be liable for any servicing fee or for any differential in the amount of the servicing fee paid hereunder and the amount necessary to induce any successor Servicer to
act as successor Servicer hereunder. 
  
 SECTION 8.3
Effect of Servicing Transfer. 
  
 (a) After a transfer of
servicing hereunder, the Indenture Trustee or successor Servicer shall notify the Obligors to make directly to the successor Servicer payments that are due under the Receivables after the effective date of such transfer. 
  
 (b) Except as provided in Section 8.2, after a transfer of servicing
hereunder, the outgoing Servicer shall have no further obligations with respect to the administration, servicing, custody or collection of the Receivables and the successor Servicer shall have all of such obligations, except that the outgoing
Servicer will transmit or cause to be transmitted directly to the successor Servicer for its own account, promptly on receipt and in the same form in which received, any amounts or items held by the outgoing Servicer (properly endorsed where
required for the successor Servicer to collect any such items) received as payments upon or otherwise in connection with the Receivables. 
  
 (c) Any successor Servicer shall provide the Depositor with access to the Receivable Files and to the successor Servicer’s records (whether written
or automated) with respect to the Receivable Files. Such access shall be afforded without charge, but only upon reasonable request and during normal business hours at the offices of the successor Servicer. Nothing in this Section 8.3 shall
affect the obligation of the successor Servicer to observe any applicable law prohibiting disclosure of information regarding the Obligors, and the failure of the Servicer to provide access to information as a result of such obligation shall not
constitute a breach of this Section 8.3. 
  
 (d) Any transfer
of servicing hereunder shall not constitute an assumption by the related successor Servicer of any liability of the related outgoing Servicer arising out of any breach by such outgoing Servicer of such outgoing Servicer’s duties hereunder prior
to such transfer of servicing. 
  

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 SECTION 8.4 Notification to Noteholders, Certificateholders and Rating Agencies. Upon any
notice of an Event of Servicing Termination or upon any termination of, or any appointment of a successor to, the Servicer pursuant to this Article VIII, the Indenture Trustee shall give prompt written notice thereof to the Noteholders and the Owner
Trustee shall give prompt written notice thereof to the Certificateholders and to the Rating Agencies. 
  
 SECTION 8.5 Waiver of Past Events of Servicing Termination. The Holders of Notes evidencing not less than 51% of the Note Balance of the
Controlling Class may, on behalf of all Noteholders, waive any Event of Servicing Termination and its consequences, except an event resulting from the failure to make any required deposits to or payments from the Collection Account, the Note Payment
Account, the Certificate Payment Account, the Reserve Account or the Secondary Reserve Account in accordance with this Agreement. Upon any such waiver of an Event of Servicing Termination, such event shall cease to exist, and shall be deemed to have
been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other event or impair any right arising therefrom, except to the extent expressly so waived. 
  
 SECTION 8.6 Repayment of Advances. If the identity of the
Servicer shall change, the predecessor Servicer shall be entitled to receive reimbursement for outstanding and unreimbursed Simple Interest Advances made pursuant to Section 4.4 by the predecessor Servicer. 
  
 ARTICLE IX 
 TERMINATION 
  
 SECTION 9.1 Optional Purchase of All Receivables. 
  
 (a) If, as of the last day of any Collection Period, the Pool Balance shall be less than or equal to 10% of the initial Pool Balance, the Servicer shall have the option to purchase on the following Distribution Date the Owner Trust Estate,
other than the Collection Account, the Note Payment Account, the Certificate Payment Account, the Reserve Account or the Secondary Reserve Account. To exercise such option, the Servicer shall notify the Depositor, the Owner Trustee, the Indenture
Trustee and the Rating Agencies no later than ten (10) days prior to the Distribution Date on which such repurchase is to be effected and shall deposit into the Collection Account on the Business Day preceding such Distribution Date an amount
equal to the aggregate Purchase Amount for the Receivables, plus the appraised value of any other Trust Property, other than the Collection Account, the Note Payment Account, the Certificate Payment Account, the Reserve Account or the
Secondary Reserve Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee; provided, however, that the Servicer shall not be permitted to exercise such
option unless the amount to be deposited in the Collection Account pursuant to this Section 9.1(a) is at least equal to the sum of all amounts due to the Servicer under this Agreement plus the Note Balance plus all accrued but
unpaid interest (including any overdue interest) on the Notes plus all amounts due to the Servicer in any outstanding and unreimbursed Simple Interest Advances and any outstanding and unreimbursed Unreimbursed Servicer Advances. Upon such
payment, the Servicer shall succeed to and own all interests in and to the Trust. The aggregate Purchase Amount for such Distribution Date, plus, to the extent necessary, all amounts in the Reserve Account and Secondary Reserve Account, shall
be used to make payments in full to the Noteholders in the manner set forth in Article IV. 
  

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 (b) [RESERVED]. 
  

(c) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the
Certificateholders shall succeed to the rights of the Noteholders hereunder and the Indenture Trustee shall continue to carry out its obligations hereunder with respect to the Certificateholders, including making distributions from the Collection
Account in accordance with Section 4.6(d), making withdrawals from the Reserve Account in accordance with Sections 4.6(b) and 4.7 and making withdrawals from the Secondary Reserve Account in accordance with Sections 4.6(c) and 4.11. 

 
 ARTICLE X 
 MISCELLANEOUS PROVISIONS 
  
 SECTION 10.1 Amendment. 
  
 (a) This Agreement may be amended from time to time by the Depositor, the Servicer and the Owner Trustee, on behalf of the Trust, with the consent of the Indenture Trustee, but without the consent of any of the Noteholders, to cure any
ambiguity, to correct or supplement any provision in this Agreement that may be inconsistent with any other provisions in this Agreement or any offering document used in connection with the initial offer and sale of the Notes or to add, change or
eliminate any other provisions with respect to matters or questions arising under this Agreement that are not inconsistent with the provisions of this Agreement; provided, however, that (i) no such amendment may materially
adversely affect the interests of any Noteholder and (ii) no such amendment will be permitted unless an Opinion of Counsel is delivered to the Depositor, the Owner Trustee and the Indenture Trustee to the effect that such amendment will not
cause the Trust to be characterized for federal income tax purposes as an association taxable as a corporation or otherwise have any material adverse impact on the federal income taxation of any Notes Outstanding or any Noteholder. 
  
 (b) This Agreement may also be amended from time to time by the Depositor,
the Servicer and the Owner Trustee, on behalf of the Trust, with the consent of the Indenture Trustee and the consent of the Holders of Notes evidencing at least 66 2/3% of the Note Balance of the Controlling Class, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement, or
of modifying in any manner the rights of the Noteholders; provided, however, that (x) no such amendment will be permitted unless an Opinion of Counsel is delivered to the Depositor, the Owner Trustee and the Indenture Trustee to
the effect that such amendment will not cause the Trust to be characterized for federal income tax purposes as an association taxable as a corporation or otherwise have any material adverse impact on the federal income taxation of any Notes
Outstanding or any Noteholder and (y) that no such amendment may: 
  
 (i) increase or reduce in any manner the amount of, or accelerate or delay the timing of, or change the allocation or priority of, collections of payments on or in respect of the Receivables or distributions that are
required to be made for the benefit of the Noteholders, or change any Note Rate, without the consent of all Noteholders adversely affected by such amendment; 
  

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 (ii) reduce the percentage of the Note Balance of the Controlling Class the consent of
the Holders of which is required for any amendment to this Agreement without the consent of all the Noteholders adversely affected by such amendment; or 
  
 (iii) modify or alter the definition of the term “Required Reserve Account Amount” or “Required Secondary Reserve Account
Amount” without the consent of all the Noteholders adversely affected by such amendment. 
  
 (c) An amendment to this Agreement shall be deemed not to materially adversely affect the interests of any Noteholder if (i) the Person requesting such amendment obtains and delivers to the Indenture Trustee and
the Owner Trustee an Opinion of Counsel to that effect or (ii) the Rating Agency Condition is satisfied. 
  
 (d) Prior to the execution of any amendment or consent pursuant to Section 10.1, the Servicer shall provide written notification of the substance of
such amendment or consent to each Rating Agency. 
  
 (e) Promptly
after the execution of any amendment or consent pursuant to Section 10.1(b), the Owner Trustee shall furnish written notification of the substance of such amendment or consent to each Certificateholder. It shall not be necessary for the consent
of the Noteholders pursuant to Section 10.1(b) to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any
other consents of the Noteholders provided for in this Agreement) and of evidencing the authorization of the execution thereof by the Noteholders shall be subject to such reasonable requirements as the Owner Trustee and the Indenture Trustee may
prescribe. 
  
 (f) Prior to the execution of any amendment
pursuant to Section 10.1, the Depositor, the Owner Trustee and the Indenture Trustee shall be entitled to receive and rely upon (i) an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this
Agreement and (ii) an Officer’s Certificate of the Servicer that all conditions precedent provided for in this Agreement to the execution of such amendment have been complied with. The Owner Trustee or the Indenture Trustee may, but shall
not be obligated to, enter into any such amendment which affects such Owner Trustee’s or Indenture Trustee’s own rights, duties or immunities under this Agreement or otherwise. 
  
 (g) The representations and warranties set forth in Sections 2.3(m), 2.3(n) and Section 7.1(g) may not be amended or
waived. 
  
 SECTION 10.2 Protection of Title to Trust.

  
 (a) The Depositor or the Servicer, or both, shall authorize
and file such financing statements and cause to be authorized and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Trust and the Indenture
Trustee for the benefit of the Noteholders in the 
  

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 Receivables and the proceeds thereof. The Depositor or the Servicer, or both, shall deliver (or cause to be delivered) to
the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above as soon as available following such filing. 
  
 (b) Neither the Depositor nor the Servicer shall change its name, identity or organizational structure in any manner that
would make any financing statement or continuation statement filed by the Depositor or the Servicer in accordance with Section 10.2(a) seriously misleading within the meaning of Section 9-506 of the Relevant UCC, unless it shall have given
the Owner Trustee and the Indenture Trustee at least sixty (60) days’ prior written notice thereof and shall have promptly filed such amendments to previously filed financing statements or continuation statements or such new financing
statements as may be necessary to continue the perfection of the interest of the Trust and the Indenture Trustee for the benefit of the Noteholders in the Receivables and the proceeds thereof. 
  
 (c) Each of the Depositor and the Servicer shall give the Owner Trustee and
the Indenture Trustee at least sixty (60) days’ prior written notice of any change in its name, identity, organizational structure or jurisdiction of organization or any relocation of its principal place of business or chief executive
office if, as a result of such change or relocation, the applicable provisions of the Relevant UCC would require the filing of any amendment to any previously filed financing statement or continuation statement or of any new financing statement and
shall promptly file any such amendment, continuation statement or new financing statement. The Depositor shall at all times maintain its jurisdiction of organization, its principal place of business and its chief executive office within the United
States. The Servicer shall at all times maintain each office from which it shall service Receivables and each office at which the Receivable Files are located within the United States. 
  
 (d) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit
(i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to)
each Receivable and the amounts from time to time deposited in the Collection Account, the Reserve Account and the Secondary Reserve Account in respect of such Receivable. 
  
 (e) The Servicer shall maintain its computer systems so that, from and after the time of the transfer of the Receivables to
the Trust pursuant to this Agreement, the Servicer’s master computer records (including any back-up archives) that refer to a Receivable shall indicate clearly and unambiguously the interest of the Trust and the Indenture Trustee in such
Receivable and that such Receivable is owned by the Trust and has been pledged to the Indenture Trustee pursuant to the Indenture. Indication of the Trust’s and the Indenture Trustee’s interest in a Receivable shall be deleted from or
modified on the Servicer’s computer systems when, and only when, such Receivable shall have been paid in full or repurchased by the Depositor or purchased by the Servicer. 
  
 (f) If at any time the Depositor or the Servicer shall propose to sell, grant a security interest in or otherwise transfer
any interest in any motor vehicle retail installment sale contract to any prospective purchaser, lender or other transferee, the Servicer shall give to such 
  

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 prospective purchaser, lender or other transferee computer tapes, compact disks, records or print-outs (including any
restored from back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly and unambiguously that such Receivable has been sold and is owned by the Trust and has been pledged to the Indenture Trustee
(unless such Receivable has been paid in full or repurchased by the Depositor or purchased by the Servicer). 
  
 (g) The Servicer shall permit the Owner Trustee, the Indenture Trustee and their respective agents at any time during normal business hours to inspect,
audit and make copies of and abstracts from the Servicer’s records regarding any Receivable. 
  
 (h) If the Depositor has repurchased one or more Receivables from the Trust pursuant to Section 2.4 or the Servicer has purchased one or more
Receivables from the Trust pursuant to Section 3.7, the Servicer shall, upon request, furnish to the Owner Trustee and the Indenture Trustee, within ten (10) Business Days, a list of all Receivables (by contract number and name of Obligor)
then held as part of the Trust, together with a reconciliation of such list to the Receivable Schedule and to each of the Servicer’s Certificates furnished before such request indicating removal of Receivables from the Trust. 
  
 (i) The Servicer shall deliver to the Depositor and the Depositor shall
deliver to the Owner Trustee and the Indenture Trustee: 
  
 (1) promptly after the authorization and delivery of each amendment to any financing statement, an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and
continuation statements have been authorized and filed that are necessary fully to preserve and protect the interest of the Depositor (in the case of an opinion delivered by the Servicer) or the Trust and the Indenture Trustee (in the case of an
opinion delivered by the Depositor) in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action
shall be necessary to preserve and protect such interest; and 
  
 (2) within ninety (90) days after the beginning of each calendar year (beginning with the year 2006), an Opinion of Counsel, dated as of a date during such 90-day period, either (A) stating that, in the
opinion of such counsel, all financing statements and continuation statements have been authorized and filed that are necessary fully to preserve and protect the interest of the Depositor (in the case of an opinion delivered by the Servicer) or the
Trust and the Indenture Trustee (in the case of an opinion delivered by the Depositor) in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that,
in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. 
  
 Each Opinion of Counsel referred to in clause (i)(1) or (i)(2) above shall specify any action necessary (as of the date of such opinion) to be taken on or
before March 31 of the following year to preserve and protect such interest. 
  

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 (j) The Depositor shall, to the extent required by applicable law, cause the Notes to be registered with
the Commission pursuant to Section 12(b) or Section 12(g) of the Exchange Act within the time periods specified in such sections. 
  
 SECTION 10.3 GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS
AND REMEDIES OF THE PARTIES UNDER THIS AGREEMENT SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAWS PROVISIONS THEREOF WHICH MAY REQUIRE THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION (OTHER THAN
SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW). 
  
 SECTION 10.4 Notices. All demands, notices and other communications under this Agreement shall be in writing, personally delivered, sent by telecopier, overnight courier or mailed by certified mail, return receipt requested, and
shall be deemed to have been duly given upon receipt (i) in the case of the Depositor, at the following address: 12800 Tuckahoe Creek Parkway, Suite 400, Richmond, Virginia 23238, Attention: Treasurer, (ii) in the case of the Seller or the
Servicer, at the following address: 12800 Tuckahoe Creek Parkway, Richmond, Virginia 23238, Attention: Treasury Department, (iii) in the case of the Owner Trustee, at the related Corporate Trust Office, (iv) in the case of the Indenture
Trustee, at the related Corporate Trust Office, (v) in the case of Moody’s, at the following address: Moody’s Investors Service, Inc., ABS Monitoring Department, 99 Church Street, New York, New York 10007, and (vi) in the case of
Standard & Poor’s, at the following address: Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., 55 Water Street, 43rd Floor, New York, New York 10041, Attention: Asset Backed Surveillance
Department. 
  
 SECTION 10.5 Severability of
Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining
covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement, or of the Notes or the Certificates, or the rights of the Holders thereof. 

 
 SECTION 10.6 Assignment. Notwithstanding anything to the
contrary contained herein, except as provided in Sections 7.3 and 8.2 and as provided in the provisions of this Agreement concerning the resignation of the Servicer, this Agreement may not be assigned by the Depositor or the Servicer without the
prior written consent of the Owner Trustee, the Indenture Trustee and the Holders of Notes evidencing not less than 66 2/3% of the Note Balance of the Controlling Class. 
  

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 SECTION 10.7 Further Assurances. The Depositor, the Servicer and the Trust agree to do and
perform, from time to time, any and all acts and to authorize and/or execute any and all further instruments required or reasonably requested by the Owner Trustee or the Indenture Trustee more fully to effect the purposes of this Agreement,
including the authorization of any financing statements or continuation statements relating to the Receivables for filing under the provisions of the Relevant UCC of any applicable jurisdiction. 
  
 SECTION 10.8 No Waiver; Cumulative Remedies. No failure to
exercise and no delay in exercising, on the part of the Depositor, the Owner Trustee, the Indenture Trustee, the Noteholders or the Certificateholders, any right, remedy, power or privilege hereunder, shall operate as a waiver thereof, nor shall any
single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges provided in this
Agreement are cumulative and not exhaustive of any rights, remedies, powers and privileges provided by law. 
  
 SECTION 10.9 Third-Party Beneficiaries. This Agreement shall inure to the benefit of and be binding upon the parties hereto, the Owner
Trustee, the Noteholders, the Certificateholders and their respective successors and permitted assigns. Except as otherwise provided in this Article X, no other Person shall have any right or obligation hereunder. The parties hereto hereby
acknowledge and consent to the pledge of this Agreement by the Trust to the Indenture Trustee for the benefit of the Noteholders pursuant to the Indenture. 
  
 SECTION 10.10 Actions by Noteholder or Certificateholders. 
  
 (a) Wherever in this Agreement a provision is made that an action may be taken or a notice, demand or instruction given by
the Noteholders or the Certificateholders, such action, notice or instruction may be taken or given by any Noteholder or any Certificateholder, as applicable, unless such provision requires a specific percentage of the Noteholders or the
Certificateholders. 
  
 (b) Any request, demand, authorization,
direction, notice, consent, waiver or other act by a Noteholder or a Certificateholder shall bind such Noteholder or Certificateholder and every subsequent Holder of such Note or Certificate issued upon the registration of transfer thereof or in
exchange therefor or in lieu thereof in respect of anything done or omitted to be done by the Owner Trustee, the Indenture Trustee or the Servicer in reliance thereon, whether or not notation of such action is made upon such Note or Certificate.

  
 SECTION 10.11 Counterparts. For the purpose of
facilitating the execution of this Agreement and for other purposes, this Agreement may be executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original, and all of which counterparts shall
constitute but one and the same instrument. 
  
 SECTION 10.12
No Bankruptcy Petition. The Owner Trustee, the Indenture Trustee, the Trust and the Servicer each covenants and agrees that it will not at any time institute against, or join any other Person in instituting against, the Depositor or the Trust
any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other proceedings under 
  

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 any federal or state bankruptcy or similar law. This Section 10.12 shall survive the resignation or removal of the
Owner Trustee under the Trust Agreement and the Indenture Trustee under the Indenture and shall survive the termination of the Trust Agreement and the Indenture. 
  
 SECTION 10.13 Limitation of Liability of Owner Trustee and Indenture Trustee. 
  
 (a) Notwithstanding anything to the contrary contained herein, this
Agreement has been countersigned by the Owner Trustee not in its individual capacity but solely in its capacity as Owner Trustee of the Trust, and in no event shall the Owner Trustee in its individual capacity have any liability for the
representations, warranties, covenants, agreements or other obligations of the Trust hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the
Trust. For all purposes of this Agreement, in the performance of its duties or obligations hereunder or in the performance of any duties or obligations of the Trust hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of,
the terms and provisions of Articles VI, VII and VIII of the Trust Agreement. 
  
 (b) Notwithstanding anything to the contrary contained herein, this Agreement has been accepted by the Indenture Trustee not in its individual capacity but solely as Indenture Trustee, and in no event shall the
Indenture Trustee in its individual capacity have any liability for the representations, warranties, covenants, agreements or other obligations of the Trust hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as
to all of which recourse shall be had solely to the assets of the Trust. 
  
 [SIGNATURE PAGES FOLLOW] 
  

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 IN WITNESS WHEREOF, the Trust, the Depositor and the Servicer have caused this Agreement to be duly
executed by their respective officers, thereunto duly authorized, all as of the day and year first above written. 
  

			
	CARMAX AUTO OWNER TRUST 2005-3
		
	By:	 	THE BANK OF NEW YORK,
	 	 	not in its individual capacity but solely
	 	 	as Owner Trustee
		
	By:	 	 /s/ John Bobko


	Name:	 	John Bobko
	Title:	 	Vice President
	
	 CARMAX AUTO FUNDING LLC,
 as
Depositor

		
	By:	 	 /s/ Thomas W. Reedy


	Name:	 	Thomas W. Reedy
	Title:	 	Treasurer
	
	 CARMAX BUSINESS SERVICES, LLC,
 as
Servicer

		
	By:	 	 /s/ Keith D. Browning


	Name:	 	Keith D. Browning
	Title:	 	Chief Financial Officer


  
 Accepted and agreed: 
  

			
	WELLS FARGO BANK,
	 NATIONAL ASSOCIATION,
 not in its individual
capacity
 but solely as Indenture Trustee

		
	By:	 	 /s/ Marianna C. Stershic


	Name:	 	Marianna C. Stershic
	Title:	 	Vice President

  
 Sale and Servicing
Agreement 
  

 S-1 








 Schedule 1 
 Receivable Schedule 
  
 [ON
FILE WITH THE SERVICER] 







 Schedule 2 
 Location of Receivable Files 
  
 225 Chastain Meadows Court 
 Kennesaw, Georgia 30144 







 Exhibit A 
 Form of Servicer’s Certificate 
  
 [SEE ATTACHED] 
  

 A-1 








 Exhibit B 
 Form of Statement to Noteholders 
  
 [SEE ATTACHED] 
  

 B-1 








 Exhibit C 
 Form of Statement to Certificateholders 
  
 [SEE ATTACHED] 
  

 C-1