EXHIBIT 10.1


 


CARMAX AUTO OWNER TRUST 2015-2,


as Issuer,


 


CARMAX AUTO FUNDING LLC,


as Depositor


 


and


 


CARMAX BUSINESS SERVICES, LLC,


as Servicer


 





 






 


SALE AND SERVICING AGREEMENT


Dated as of May 1, 2015


 





 






 




    	 



    	 



    

  


Table of Contents





 





	 	 	Page 
	 	 	 
	 	Article I	 
	 	DEFINITIONS	 
	1.1	Definitions	1
	1.2	Other Definitional Provisions	18
	 	 	 
	 	Article II	 
	 	TRUST PROPERTY	 
	2.1	Conveyance of Trust Property	19
	2.2	Representations and Warranties of the Seller as to the Receivables	20
	2.3	Representations and Warranties of the Depositor as to the Receivables	21
	2.4	Repurchase by Depositor upon Breach	25
	2.5	Custody of Receivable Files	25
	2.6	Duties of Servicer as Custodian	26
	2.7	Instructions; Authority to Act	27
	2.8	Indemnification by the Custodian	27
	2.9	Effective Period and Termination	27
	 	 	 
	 	Article III	 
	 	ADMINISTRATION AND SERVICING OF RECEIVABLES AND	 
	 	OTHER TRUST PROPERTY	 
	3.1	Duties of Servicer	28
	3.2	Collection and Allocation of Receivable Payments	29
	3.3	Realization upon Receivables	29
	3.4	Physical Damage Insurance	29
	3.5	Maintenance of Security Interests in Financed Vehicles	30
	3.6	Amendment of Receivable Terms	30
	3.7	Purchase by Servicer upon Breach	30
	3.8	Servicing Compensation	30
	3.9	Monthly Servicer’s Certificate	31
	3.10	Annual Servicing Report; Annual Compliance Statement; Notice of Event of Servicing Termination	31
	3.11	Annual Public Accounting Firm Report	32
	3.12	Access to Certain Documentation and Information Regarding Receivables	32
	3.13	Reports to the Commission	33
	3.14	Reports to Rating Agencies	33
	 	 	 
	 	Article IV	 
	 	DISTRIBUTIONS; RESERVE ACCOUNT; STATEMENTS TO	 
	 	NOTEHOLDERS AND CERTIFICATEHOLDERS	 
	4.1	Accounts	33
	4.2	Collections	35







 




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	4.3	Application of Collections	35
	4.4	Simple Interest Advances and Unreimbursed Servicer Advances	36
	4.5	Additional Deposits	36
	4.6	Determination Date Calculations; Application of Available Funds	36
	4.7	Reserve Account	38
	4.8	Net Deposits	40
	4.9	Statements to Noteholders and Certificateholders	40
	4.10	Control of Securities Accounts	42
	 	 	 
	 	Article V	 
	 	[RESERVED]	 
	 	 	 
	 	Article VI	 
	 	THE DEPOSITOR	 
	6.1	Representations and Warranties of Depositor	42
	6.2	Liability of Depositor; Indemnities	44
	6.3	Merger or Consolidation of, or Assumption of the Obligations of, Depositor	45
	6.4	Limitation on Liability of Depositor and Others	45
	6.5	Depositor May Own Notes or Certificates	46
	6.6	[RESERVED]	46
	6.7	Certain Limitations	46
	 	 	 
	 	Article VII	 
	 	THE SERVICER	 
	7.1	Representations and Warranties of Servicer	48
	7.2	Liability of Servicer; Indemnities	49
	7.3	Merger or Consolidation of, or Assumption of the Obligations of, Servicer	51
	7.4	Limitation on Liability of Servicer and Others	51
	7.5	Delegation of Duties	52
	7.6	Servicer Not to Resign	52
	7.7	Servicer May Own Notes or Certificates	52
	 	 	 
	 	Article VIII	 
	 	SERVICING TERMINATION	 
	8.1	Events of Servicing Termination	53
	8.2	Indenture Trustee to Act; Appointment of Successor Servicer	55
	8.3	Effect of Servicing Transfer	56
	8.4	Notification to Noteholders, Certificateholders and Rating Agencies	57
	8.5	Waiver of Past Events of Servicing Termination	57
	8.6	Repayment of Advances	57
	 	 	 
	 	Article IX	 
	 	TERMINATION	 
	9.1	Optional Purchase of All Receivables	58


 




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	 	Article X	 
	 	MISCELLANEOUS PROVISIONS	 
	10.1	Amendment	58
	10.2	Protection of Title to Trust	60
	10.3	GOVERNING LAW	62
	10.4	Notices	62
	10.5	Severability of Provisions	63
	10.6	Assignment	63
	10.7	Further Assurances	63
	10.8	No Waiver; Cumulative Remedies	63
	10.9	Third-Party Beneficiaries	63
	10.10	Actions by Noteholder or Certificateholders	63
	10.11	Counterparts	64
	10.12	No Bankruptcy Petition	64
	10.13	Limitation of Liability of Owner Trustee and Indenture Trustee	64
	10.14	Regulation AB	65
	10.15	Communications Regarding Demands to Repurchase Receivables	65


 


schedules


 


	SCHEDULE 1	Receivable Schedule
	SCHEDULE 2	Location of Receivable Files


 


EXHIBITS


 


	EXHIBIT A	Form of Servicer’s Certificate
	EXHIBIT B	Form of Statement to Noteholders
	EXHIBIT C	Form of Statement to Certificateholders
	EXHIBIT D	Servicing Criteria to Be Addressed in Assessment of Compliance


 




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SALE AND SERVICING AGREEMENT,
dated as of May 1, 2015 (as amended, supplemented or otherwise modified and in effect from time to time, this “Agreement”),
among CARMAX AUTO OWNER TRUST 2015-2, 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


 


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 service plan 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 of the Owner Trustee who is authorized to act for or on behalf
of the Owner Trustee in matters relating to the Issuer and who is identified on the list of Authorized Officers or authorized signatories
delivered by the Owner Trustee to the Servicer on the Closing Date (as such list may be modified or supplemented from time to time
thereafter).


 


“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 service plan contract costs and insurance
premiums and proceeds received under physical damage, theft, GAP, 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).


 


“Bankruptcy Code”
shall mean Title 11 of the United States Code, as amended.


 


“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,
Chicago, Illinois, 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.


 


“CarMax Auto”
shall mean CarMax Auto Superstores, Inc., a Virginia corporation.


 


“CarMax, Inc.”
shall mean CarMax, Inc., a Virginia corporation.


 


“CarMax Funding”
shall mean CarMax Auto Funding LLC, a Delaware limited liability company.


 


“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-2a Notes, the Class A-2b Notes, the Class A-3 Notes,
the Class A-4 Notes, the Class B Notes, the Class C Notes or the Class D Notes.


 


“Class A Notes”
shall mean the Class A-1 Notes, the Class A-2a Notes, the Class A-2b Notes, the Class A-3 Notes and the Class A-4 Notes.


 


“Class A-1 Final
Distribution Date” shall mean the May 16, 2016 Distribution Date.


 


“Class A-1 Monthly
Interest” shall mean (i) for the initial Distribution Date, $64,808.33, 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).


 




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“Class A-1 Notes”
shall mean the 0.35000% Class A-1 Asset-backed Notes issued by the Trust pursuant to the Indenture in the initial aggregate principal
amount of $202,000,000.


 


“Class A-1 Rate”
shall mean 0.35000% per annum.


 


“Class A-2a Final
Distribution Date” shall mean the June 15, 2018 Distribution Date.


 


“Class A-2a Monthly
Interest” shall mean (i) for the initial Distribution Date, $139,946.67, and (ii) for any Distribution Date
thereafter, one-twelfth of the product of (A) the Class A-2a Rate and (B) the outstanding principal balance of the Class
A-2a Notes as of the preceding Distribution Date (after giving effect to all payments of principal made to the Holders of the Class
A-2a Notes on or before such preceding Distribution Date).


 


“Class A-2a Notes”
shall mean the 0.82% Class A-2 Asset-backed Notes issued by the Trust pursuant to the Indenture in the initial aggregate principal
amount of $192,000,000.


 


“Class A-2a Rate”
shall mean 0.82% per annum.


 


“Class A-2b Final
Distribution Date” shall mean the June 15, 2018 Distribution Date.


 


“Class A-2b Monthly
Interest” shall mean (i) for the initial Distribution Date, $81,004.00, 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-2b Rate and (C) the outstanding principal
balance of the Class A-2b Notes as of the preceding Distribution Date (after giving effect to all payments of principal made to
the Holders of the Class A-2b Notes on or before such preceding Distribution Date).


 


“Class A-2b Notes”
shall mean the LIBOR + 0.28% Class A-2b Asset-backed Notes issued by the Trust pursuant to the Indenture in the initial aggregate
principal amount of $192,000,000.


 


“Class A-2b Rate”
shall mean LIBOR + 0.28% per annum.


 


“Class A-3 Final
Distribution Date” shall mean the March 16, 2020 Distribution Date.


 


“Class A-3 Monthly
Interest” shall mean (i) for the initial Distribution Date, $467,626.67, 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).


 




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“Class A-3 Notes”
shall mean the 1.37% Class A-3 Asset-backed Notes issued by the Trust pursuant to the Indenture in the initial aggregate principal
amount of $384,000,000.


 


“Class A-3 Rate”
shall mean 1.37% per annum.


 


“Class A-4 Final
Distribution Date” shall mean the March 15, 2021 Distribution Date.


 


“Class A-4 Monthly
Interest” shall mean (i) for the initial Distribution Date, $187,112.00, 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).


 


“Class A-4 Notes”
shall mean the 1.80% Class A-4 Asset-backed Notes issued by the Trust pursuant to the Indenture in the initial aggregate principal
amount of $116,945,000.


 


“Class A-4 Rate”
shall mean 1.80% per annum.


 


“Class B Final Distribution
Date” shall mean the March 15, 2021 Distribution Date.


 


“Class B Monthly
Interest” shall mean (i) for the initial Distribution Date, $44,528.89, 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 2.15% Class B Asset-backed Notes issued by the Trust pursuant to the Indenture in the initial aggregate principal
amount of $23,300,000.


 


“Class B Rate”
shall mean 2.15% per annum.


 


“Class C Final Distribution
Date” shall mean the March 15, 2021 Distribution Date.


 


“Class C Monthly
Interest” shall mean (i) for the initial Distribution Date, $49,499.56, 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 2.39% Class C Asset-backed Notes issued by the Trust pursuant to the Indenture in the initial aggregate principal
amount of $23,300,000.


 


“Class C Rate”
shall mean 2.39% per annum.


 




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“Class D Final Distribution
Date” shall mean the November 15, 2021 Distribution Date.


 


“Class D Monthly
Interest” shall mean (i) for the initial Distribution Date, $84,998.40, and (ii) for any Distribution Date
thereafter, one-twelfth of the product of (A) the Class D Rate and (B) the outstanding principal balance of the Class
D Notes as of the preceding Distribution Date (after giving effect to all payments of principal made to the Holders of the Class
D Notes on or before such preceding Distribution Date).


 


“Class D Notes”
shall mean the 3.04% Class D Asset-backed Notes issued by the Trust pursuant to the Indenture in the initial aggregate principal
amount of $31,455,000.


 


“Class D Rate”
shall mean 3.04% 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, the Class C Final Distribution
Date or the Class D Final Distribution Date.


 


“Closing Date”
shall mean May 13, 2015.


 


“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 May 31, 2015.


 


“Commission”
shall mean the Securities and Exchange Commission.


 


“Consolidated Tangible
Net Worth” shall mean, as of any date, all amounts which, in conformity with generally accepted accounting principles,
would be included under stockholders’ 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 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 a revaluation thereof subsequent to February
28, 2009, treasury stock, intangible assets and 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, (iii) thereafter the Class C Notes so long as any Class C Notes are Outstanding and
(iv) thereafter the Class D Notes.


 




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“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 Sixth and Marquette Avenue, MAC N9311-161, 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 corporate trust 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 190 South LaSalle Street, Chicago,
Illinois 60603, Attention: CarMax 2015-2, 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 April 30, 2015.


 


“Defaulted Receivable”
shall mean a Receivable as to which (i) any payment, or any part of any payment, due under such Receivable is 120 days or
more delinquent as of the last day of any Collection Period (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, 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.


 


“Depositor”
shall mean CarMax Funding.


 


“Determination Date”
shall mean the ninth day of each month or, if such ninth day is not a Business Day, the following Business Day, commencing on June
9, 2015.


 


“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 June
15, 2015.


 


“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 “F1+” by Fitch and at least “Prime-1” by Moody’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 Fitch if deposits are to be held in an account maintained with such depository institution pursuant to
this Agreement for more than 30 days.


 




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“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.


 


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


 


“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)(xv) of the Indenture.


 


“Exchange Act”
shall mean the Securities Exchange Act of 1934.


 


“Final Scheduled
Maturity Date” shall mean the November 15, 2021 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 Fiscal Year.


 


“Fiscal Year”
shall mean the 12-month period ending on the last day in February in each year.


 


“Fitch”
shall mean Fitch Ratings, Inc.


 


“HB3”
shall mean Texas House Bill 3 (enrolled May 19, 2006) and the corresponding sections of the Texas Tax Code, Title 2 and the rules
and regulations promulgated thereunder.


 


“Holder”
shall mean a Noteholder or a Certificateholder, as the case may be.


 


“Indenture”
shall mean the Indenture, dated as of May 1, 2015, between the Trust and the Indenture Trustee.


 




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“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, $1,165,000,000, or (ii) with respect to any Note,
an amount equal to the initial denomination of such Note.


 


“Initial Reserve
Account Deposit” shall mean $2,912,500.03.


 


“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.


 


“Issuer”
shall mean CarMax Auto Owner Trust 2015-2, a Delaware statutory trust, and its successors.


 


“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, from whatever source, 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 repossession and
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-2a Monthly Interest, the Class A-2b
Monthly Interest, the Class A-3 Monthly Interest, the Class A-4 Monthly Interest, the Class B Monthly Interest, the Class C Monthly
Interest and the Class D Monthly Interest, in each case for such Distribution Date.


 




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“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.


 


“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 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.


 




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“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-2a Notes, the Class A-2a Rate; in
the case of the Class A-2b Notes, the Class A-2b 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; in the case of the Class C Notes, the
Class C Rate; and in the case of the Class D Notes, the Class D 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, the greater of (i) 0.60% of the Pool Balance as of the last day
of the preceding Collection Period and (ii) 0.50% of the Pool Balance as of the Cutoff Date.


 


“Owner Trust Estate”
shall have the meaning specified in the Trust Agreement.


 


“Owner Trustee”
shall mean U.S. Bank Trust National Association, a national banking association, not in its individual capacity but solely as Owner
Trustee under the Trust Agreement, and any successor Owner Trustee under the Trust Agreement.


 


“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 Fitch of at least “F1+” and from Moody’s of at least “Prime-1”;


 




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(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 Fitch 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 Fitch of at least “F1+” 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;


 


(vii)       investments
in money market funds having a rating from Fitch of at least “AAA” and from Moody’s of at least “Aaa-mf”
(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.


 




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“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 service plan contract costs or physical damage, theft,
GAP, 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 and 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.


 


“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.


 


“Quaternary 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, the Note Balance of the Class B Notes, the Note Balance of the Class C Notes and the Note Balance
of the Class D 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 sum of the Priority Principal Distributable Amount, if any, for such
Distribution Date, the Secondary Principal Distributable Amount, if any, for such Distribution Date and the Tertiary Principal
Distributable Amount, if any, for such Distribution Date; provided, however, that the Quaternary Principal Distributable
Amount for each Distribution Date on and after the Class D 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 D Notes as of the
day preceding such Distribution Date.


 




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“Rating Agencies”
shall mean Fitch and Moody’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, a condition that is satisfied if the person requesting such action (i) delivers a
letter from each Rating Agency to the Depositor, the Seller, the Servicer, the Indenture Trustee and the Owner Trustee to the effect
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 or (ii) provides ten (10) Business Days’ prior written notice of such action to each Rating Agency and
such Rating Agency has not notified the Depositor, the Seller, the Servicer, the Indenture Trustee and the Owner Trustee in writing
that such action will 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 May 1, 2015, between the Seller and the Depositor.


 


“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, the Secondary Principal Distributable Amount, if any, the Tertiary Principal Distributable Amount, if any, and the Quaternary
Principal Distributable Amount, if any, in each case for such Distribution Date.


 


“Regulation AB”
shall mean Subpart 229.1100 – Asset-Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1123, as such regulation
may be amended, clarified or interpreted from time to time by the Commission or its staff.


 




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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
or April, the Fiscal Quarter ending on the last day of the preceding November and (iv) for any Distribution Date occurring in May,
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 “F1+” by Fitch and “Prime-1” by Moody’s.


 


“Required Reserve
Account Amount” shall mean, for any Distribution Date, $2,912,500.03; 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; and, provided further, that, if, pursuant to Section 4.1(d), all amounts on deposit
in the Reserve Account on such Distribution Date are transferred from the Reserve Account to the Collection Account and included
in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date, the Required
Reserve Account Amount for such 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).


 


“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).


 




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“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, senior associate, 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 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 and 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.


 


“Securities”
shall have the meaning specified in Section 6.7(a).


 


“Securities Act”
shall mean the Securities Act of 1933.


 


“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 (including
the Indenture Trustee if the Indenture Trustee is appointed successor Servicer pursuant to Section 8.2(a)).


 


“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.


 




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“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 such
payment is allocated, first, 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, then to any applicable
late charges, then to principal due on the date of payment, then to any other fees due under the related Receivable that are not
included in the related Amount Financed and then to reduce further the principal balance of such Receivable .


 


“Simple Interest
Receivable” shall mean any Receivable under which each payment is allocated in accordance with the Simple Interest Method.


 


“Special Unrated
Servicer Tangible Net Worth Event” shall mean, as of any Distribution Date, 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 $1,000,000,000.


 


“State”
shall mean any of the 50 states of the United States or the District of Columbia.


 


“Tertiary 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, the Note Balance of the Class B Notes and the Note Balance of the Class C 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 sum of the Priority Principal Distributable Amount, if any, for such Distribution Date and the Secondary Principal
Distributable Amount, if any, for such Distribution Date; provided, however, that the Tertiary Principal Distributable
Amount for each Distribution Date on and 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.


 


“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.


 




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“Transition Costs”
shall have the meaning specified in Section 8.2(b).


 


“Trust”
shall mean the CarMax Auto Owner Trust 2015-2, a Delaware statutory trust.


 


“Trust Agreement”
shall mean the Amended and Restated Trust Agreement, dated as of May 1, 2015, between the Depositor 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.


 


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.”


 




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(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


 


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, sets over 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;


 


(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, GAP, 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 and the 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;


 




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(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.


 


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, set over 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.


 




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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 Closing Date, 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 United States
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 scheduled 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 close
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 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 Consumer Financial Protection Bureau’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.


 




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(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.


 


(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 as of the Cutoff Date, 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 Receivables Purchase Agreement, this Agreement and the Indenture.


 




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(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.”


 


(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 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.


 




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(s)          New
and Used Vehicles. As of the Cutoff Date, approximately 0.78% of the Pool Balance related to Receivables secured by new Financed
Vehicles and approximately 99.22% of the Pool Balance related to Receivables secured by used Financed Vehicles.


 


(t)          Origination.
Each Receivable was originated after January 10, 2009.


 


(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 3 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 61.55 months.


 


(w)          Annual
Percentage Rate. Each Receivable has an APR of 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.


 


(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.


 




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2.4          Repurchase
by Depositor upon Breach. The Depositor, the Servicer or the Administrator (on behalf of the Trust), 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 30th day after the date on
which the Depositor becomes aware of, or receives written notice from the Servicer or the Administrator (on behalf of the Trust)
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. None of the Administrator, the Owner
Trustee or 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.


 


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;


 


(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.


 




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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 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).


 


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 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, the Owner Trustee 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 Owner Trustee 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.


 




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(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.


 


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.


 


2.8          Indemnification
by 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 or the Indenture Trustee, as applicable, 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 or the
Indenture Trustee, as applicable.


 


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


 


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
Trust 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 Trust shall (or the Administrator on behalf of the Trust 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 Trust 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 all licenses, if any, required by the laws of any jurisdiction to be held by the Trust 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. If the Servicer fails to perform its obligations under this Agreement and the Indenture Trustee or any other
successor Servicer is appointed as Servicer in accordance with Section 8.2, such successor Servicer shall be responsible for
the Servicer’s duties under this Agreement except as specified in Section 8.2; provided, however, that
such successor Servicer shall not be liable for the terminated Servicer’s failure to perform such obligations.


 




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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 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, in its sole discretion, 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.


 


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.


 


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.


 




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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 at all times. 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.


 


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.


 


3.7          Purchase
by Servicer upon Breach. The Depositor, the Servicer or the Administrator (on behalf of the Trust), 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 30th day after the date on which the Servicer becomes aware of, or receives written notice from the
Depositor or the Administrator (on behalf of the Trust) 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. None of the Administrator, the Owner Trustee or 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.


 


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); provided, however,
that the Monthly Servicing Fee payable to a successor Servicer other than the Indenture Trustee may equal such other amount
as may be determined in accordance with Section 8.2(c). 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.


 




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3.9         Monthly
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 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 (and the initial Servicer shall specify
in writing to the successor Servicer any such requests that remain unsatisfied during the servicing transition to the successor
Servicer) in order to monitor the Trust.


 


3.10        Annual
Servicing Report; Annual Compliance Statement; Notice of Event of Servicing Termination.


 


(a)          On
or before May 31 of each year (commencing with the year 2016), the Servicer shall deliver to the Depositor, the Owner Trustee and
the Indenture Trustee a report regarding its assessment of compliance with the servicing criteria specified in Item 1122(d) of
Regulation AB as of the end of and for the preceding Trust Fiscal Year (or, in the case of the report to be delivered in the year
2016, as of the end of and for the period beginning on the Closing Date and ending on February 28, 2016) that satisfies the requirements
of Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. 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.


 


(b)          On
or before May 31 of each year (commencing with the year 2016), 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 2016, during the period beginning on the Closing Date and ending on February 28, 2016) and of its performance
under this Agreement has been made under such officer’s supervision; and


 




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(ii)         to
the best of such officer’s knowledge, based on such review, the Servicer has fulfilled all of its obligations under this
Agreement in all material respects throughout such Trust Fiscal Year (or, in the case of the Officer’s Certificate to be
delivered in the year 2016, such period) or, if there has been a failure to fulfill any such obligation in any material respect,
specifying each such failure known to such officer and the nature and status thereof.


 


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.


 


(c)          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.


 


3.11         Annual
Public Accounting Firm Report. On or before May 31 of each year (commencing with the year 2016), the Servicer shall cause
a registered public accounting firm to deliver to the Depositor, the Owner Trustee and the Indenture Trustee a report addressed
to the Board of Directors of the Servicer that attests to, and reports on, the Servicer’s assessment of compliance with
the servicing criteria specified in Item 1122(d) of Regulation AB with respect to the preceding Trust Fiscal Year (or, in the
case of the report to be delivered in the year 2016, with respect to the period beginning on the Closing Date and ending on February
28, 2016) and that otherwise satisfies the requirements of Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation
AB. 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.


 


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,
regulations or the provisions of any Transaction Document 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 a 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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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 or the Exchange Act that relate specifically to the Trust, the Notes or
the Certificates.


 


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.
If CarMax is no longer the Servicer, the successor Servicer shall provide any required Rating Agency notices, reports or other
communications to the Depositor, who promptly shall provide such notices, reports or communications to the Rating Agencies.


 


Article
IV

DISTRIBUTIONS; RESERVE ACCOUNT; STATEMENTS TO

NOTEHOLDERS AND CERTIFICATEHOLDERS


 


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 2015-2
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 and the 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
deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such
amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date.


 




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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 at its Corporate Trust Office 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.


 


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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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.


 


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 described above 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.


 


4.6          Determination
Date Calculations; Application of Available Funds.


 


(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 and any Unreimbursed Servicer Advances for the preceding Collection Period;


 


(iii)        any
payments pursuant to Section 2.8(a)(ii) of the Indenture;


 




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(iv)        the
Total Note Interest for each Class of Class A Notes for the following Distribution Date;


 


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


 


(vi)        the
Total Note Interest for the Class B Notes for the following Distribution Date;


 


(vii)       the
Secondary Principal Distributable Amount for the following Distribution Date;


 


(viii)      the
Total Note Interest for the Class C Notes for the following Distribution Date;


 


(ix)         the
Tertiary Principal Distributable Amount for the following Distribution Date;


 


(x)          the
Total Note Interest for the Class D Notes for the following Distribution Date;


 


(xi)         the
Quaternary Principal Distributable Amount for the following Distribution Date;


 


(xii)        the
sum of the amounts described in clauses (ii) through (xi) above (the “Required Payment Amount”); and


 


(xiii)       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


 




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(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.


 


(c)          [RESERVED].


 


(d)          On
each Distribution Date, the Servicer shall instruct the Indenture Trustee (or, if the Indenture Trustee is not the Paying Agent,
the Paying Agent) in writing to apply the Available Funds for such Distribution Date to make the payments and deposits set forth
in Section 2.8(a) or 5.4(b) of the Indenture, as applicable.


 


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 Note Payment Account, for payment of principal of the Notes in the
priority set forth in Section 2.8(d) 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), (ii) second,
be paid to the Indenture Trustee or any other successor Servicer, as applicable, to the extent of any unfunded amounts payable
pursuant to Section 2.8(a)(xiii) or (xiv) of the Indenture, if any, on such Distribution Date (after giving effect to the application
of Available Funds on such Distribution Date), (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.


 




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(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 Note Payment Account, for payment of
principal of the Notes in the priority set forth in Section 2.8(d) 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), (ii) second, be paid to the Indenture Trustee or any other successor Servicer, as applicable, to the extent of any unfunded
amounts payable pursuant to Section 2.8(a)(xiii) or (xiv) of the Indenture, 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.


 


(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.


 




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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.


 


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 make available
to each Note Owner as described below, and to the Owner Trustee (with copies to the Depositor, the Rating Agencies and each Paying
Agent), for the Owner Trustee to make available 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)        the
Tertiary Principal Distributable Amount for such Distribution Date;


 


(v)         the
Quaternary Principal Distributable Amount for such Distribution Date;


 


(vi)        the
Regular Principal Distributable Amount for such Distribution Date;


 


(vii)       the
amount of such distribution allocable to current and overdue interest (including any interest on overdue interest) for each Class
of Notes;


 


(viii)      the
Total Servicing Fee for the preceding Collection Period;


 


(ix)         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);


 




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(x)          the
Pool Balance as of the close of business on the last day of the preceding Collection Period;


 


(xi)         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);


 


(xii)        the
Reserve Account Draw Amount for such Distribution Date;


 


(xiii)       the
aggregate Purchase Amount of Receivables repurchased by the Depositor or purchased by the Servicer, if any, with respect to the
preceding Collection Period;


 


(xiv)      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;


 


(xv)       the
number of Receivables that were outstanding as of the last day of the preceding Collection Period;


 


(xvi)      the
Net Losses with respect to the preceding Collection Period;


 


(xvii)     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);


 


(xviii)    the
amount of Available Collections for the preceding Collection Period;


 


(xix)       the
amount of Excess Collections with respect to such Distribution Date;


 


(xx)        the
Note Rate applicable to the Class A-2b Notes with respect to the Accrual Period ending on the day preceding such distribution date;


 


(xxi)       LIBOR
applicable to the Accrual Period ending on the day preceding such Distribution Date; and


 


(xxii)      the
Consolidated Tangible Net Worth as of the last day of the Related Fiscal Quarter for such Distribution Date.


 




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The Indenture Trustee will make available each
month to each Note Owner the statements referred to above (and certain other documents, reports and information regarding the Receivables
provided by the Servicer from time to time) via the Indenture Trustee’s internet website, with the use of a password provided
by the Indenture Trustee. The Indenture Trustee’s internet website will be located at www.CTSLink.com or at such other address
as the Indenture Trustee shall notify the Note Owners from time to time. For assistance with regard to this service, Note Owners
can call the Indenture Trustee’s Corporate Trust Office at (866) 846-4526. The Indenture Trustee shall have the right to
change the way the statements referred to above are distributed in order to make such distribution more convenient and/or more
accessible to the parties entitled to receive such statements so long as such statements are only provided to the then current
Note Owners. The Indenture Trustee shall provide notification of any such change to all parties entitled to receive such statements
in the manner described in Section 10.4, Section 11.4 of the Indenture or Section 11.5 of the Indenture, as appropriate.


 


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 and the 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.


 


Article
V

[RESERVED]


 


Article
VI

THE DEPOSITOR


 


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.


 


(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.


 




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(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
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.


 




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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, actions, suits, 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.


 


(e)          The
Depositor shall pay any and all taxes levied or assessed upon all or any part of the Owner Trust Estate.


 




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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.


 


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.


 


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.



 




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(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.


 


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 definition 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.


 


6.6          [RESERVED].


 


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 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).



 




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(b)          Notwithstanding
any other provision of this Section 6.7 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


 


(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.


 




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(c)          The
Depositor shall not amend its organizational documents except in accordance with the provisions thereof.


 


Article
VII

THE SERVICER


 


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.


 


(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.


 




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(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.


 


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, actions, suits, 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.


 


(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 (including any tax imposed under HB3 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.


 




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(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, actions, suits, 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 applicable) as Servicer pursuant to Section 8.1 or a resignation by CarMax (or any successor Servicer, as applicable) as Servicer
pursuant to Section 7.6, CarMax (or the successor Servicer, as applicable) shall be deemed to be the Servicer pending appointment
of a successor Servicer pursuant to Section 8.2. Indemnification under this Section 7.2 by CarMax (or the successor Servicer, as
applicable) 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 the reasonable fees and expenses of counsel and
expenses of litigation and the fees 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.


 




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7.3          Merger
or Consolidation of, or Assumption of the Obligations of, Servicer.


 


(a)          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.


 


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 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.


 




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(c)          The
parties expressly acknowledge and consent to Wells Fargo Bank, National Association, acting in the capacity of Indenture Trustee
and in the possible dual capacity of successor Servicer and Indenture Trustee. Wells Fargo Bank, National Association, may, in
such dual or other capacity, discharge its separate functions fully, without hindrance or regard to conflict of interest principles,
duty of loyalty principles or other breach of fiduciary duties to the extent that any such conflict or breach arises from the performance
by Wells Fargo Bank, National Association, of express duties set forth in this Agreement in any of such capacities, all of which
defenses, claims or assertions are hereby expressly waived by the other parties hereto and the Noteholders except in the case of
gross negligence and willful misconduct by Wells Fargo Bank, National Association.


 


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.


 


7.6          Servicer
Not to Resign. Subject to the provisions of Section 7.3(a), 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 another 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.


 


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 definition of “Note Balance”) or
in the other Transaction Documents. Except as otherwise expressly provided herein (including in the definition 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.


 




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Article
VIII

SERVICING TERMINATION


 


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, the Indenture Trustee, the Depositor, the Seller, each Paying Agent or
the Rating Agencies 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 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


 




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(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; or


 


(vi)        if
CarMax is the Servicer, the occurrence, as of any Distribution Date, of a Special Unrated Servicer Tangible Net Worth Event.


 


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, the Administrator 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 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 other successor Servicer appointed under Section 8.2; provided,
however, that the Indenture Trustee or such other successor Servicer shall have no liability with respect to any obligation
that was required to be performed by the terminated Servicer prior to the appointment of the Indenture Trustee or such other successor
Servicer or any claim of any third party base on any alleged action or inaction of the terminated Servicer.


 


(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).


  




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8.2          Indenture
Trustee to Act; Appointment of Successor Servicer.




 


(a)          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, shall not, in any event, make any Simple Interest Advances pursuant to Section
4.4, shall have no obligations pursuant to Section 3.7 with respect to the repurchase of Receivables 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 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 Servicer 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.


 


(b)          The
successor Servicer is authorized and empowered to execute and deliver, on behalf of the outgoing 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 transfer of servicing to the successor Servicer, whether to complete the transfer and endorsement of the Receivable
Files or the certificates of title to the Financed Vehicles or otherwise. The outgoing 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 successor Servicer for administration of all cash amounts that are at the time
held by the outgoing Servicer for deposit or thereafter shall be received with respect to a Receivable, all Receivable Files and
all information or documents that the successor Servicer may require. In addition, the outgoing 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 any applicable then outgoing Servicer upon presentation of reasonable documentation of such costs and expenses. Any such Transition
Costs not paid by the outgoing Servicer shall be paid solely from the application of Available Funds pursuant to Section 2.8(a)(ii)
and (xiii) or Section 5.4(b)(ii) of the Indenture, as applicable.


 




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(c)          If
the Indenture Trustee is appointed successor Servicer pursuant to Section 8.2, it shall be entitled to such compensation (whether
payable out of the Collection Account or otherwise) as the outgoing Servicer would have been entitled to under this Agreement if
such outgoing Servicer had not resigned or been terminated. If a Person other than the Indenture Trustee is appointed successor
Servicer pursuant to Section 8.2(a), 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 Servicer 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; and, provided further, that,
if a Person other than the Indenture Trustee is appointed successor Servicer pursuant to Section 8.2(a) because the Indenture Trustee
refuses to act as successor Servicer (in breach of the terms of this Agreement and notwithstanding that it is legally able to do
so), the Indenture Trustee shall be liable for any Additional Servicing Fees with respect to such successor Servicer in an aggregate
amount not to exceed $150,000 per year. 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 other than pursuant to the preceding sentence.


 


(d)          Notwithstanding
anything contained in this Agreement to the contrary, the successor Servicer is authorized to accept and rely on all of the accounting
records (including computer records) and work of the prior Servicer relating to the Receivables (collectively, the “Predecessor
Servicer Work Product”) without any audit or other examination thereof, and the successor Servicer shall have no duty,
responsibility, obligation or liability for the acts and omissions of the prior Servicer. If any error, inaccuracy, omission or
incorrect or non-standard practice or procedure (collectively, “Errors”) exists in any Predecessor Servicer
Work Product and such Error makes it materially more difficult to service or should cause or materially contribute to the successor
Servicer making or continuing any Error (collectively, “Continuing Errors”), the successor Servicer shall have
no duty, responsibility, obligation or liability for such Continuing Errors; provided, however, that the successor
Servicer agrees to use its best efforts to prevent further Continuing Errors. If the successor Servicer becomes aware of Errors
or Continuing Errors, it shall, with the prior consent of the Holders of Notes evidencing at least 51% of the Note Balance of the
Controlling Class, use its best efforts to reconstruct and reconcile such data as is commercially reasonable to correct such Errors
and Continuing Errors and to prevent future Continuing Errors. The successor Servicer shall be entitled to recover its costs expended
in connection with such efforts in accordance with Section 2.8(a)(ii) and (xiii) of the Indenture, as applicable.


 


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.


 




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(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.


 


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,
the Administrator and the Depositor (who shall promptly give such notice to the Rating Agencies).


 


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 or the 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.


 


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.


 




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Article
IX

TERMINATION


 


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 Pool Balance as of the
Cutoff Date, 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 or the 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, if necessary, other than the Collection Account, the Note Payment Account, the
Certificate Payment Account or the 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 (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 shall be used to make payments in full to the Noteholders in the manner set forth
in Article IV.


 


(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) and making withdrawals from the Reserve Account in accordance with Sections 4.6(b) and 4.7.


 





Article
X

MISCELLANEOUS PROVISIONS


 


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.


 




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(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;


 


(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” 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.


 




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(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.


 


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 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 (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.


 




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(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 and the 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 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:


 




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(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 2016), 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.


 


(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.


 


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).


 


10.4         Notices.
All demands, notices and other communications under this Agreement shall be in writing, personally delivered, sent by
telecopier, email, 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, the Servicer or the Administrator,
at the following address: 12800 Tuckahoe Creek Parkway, Richmond, Virginia 23238, Attention: Treasury Department,
(iii) in the case of the Trust or 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 Fitch, at the following address: Fitch Ratings,
Inc., 33 Whitehall Street, New York, New York 10004, Attention: Auto Asset Backed Securities Group, and via email to
notifications.abs@fitchratings.com and (vi) in the case of Moody’s, at the following address: Moody’s Investors
Service, Inc., ABS Monitoring Department, 25th Floor, 7 World Trade Center, 250 Greenwich Street, New York, New York
10007.


 




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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.


 


10.6       Assignment.
Notwithstanding anything to the contrary contained herein, except as provided in Sections 7.2 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.


 


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.


 


10.8       No
Waiver; Cumulative Remedies. No failure to exercise and no delay in exercising, on the part of the Depositor, the Servicer,
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.


 


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.


 


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.


 




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(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.


 


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.


 


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 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.


 


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.


 




    	64



    	 



    

  


10.14      Regulation
AB. The Servicer and the Indenture Trustee shall cooperate in good faith with the Depositor to ensure compliance by the Depositor
with the provisions of Regulation AB and related rules and regulations of the Commission. The Servicer and the Indenture Trustee
acknowledge that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance
provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel
or otherwise. The Servicer shall deliver to the Depositor (including any of its assignees or designees) upon request any and all
reports, statements, certifications, records or other information necessary in the good faith determination of the Depositor to
permit the Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Servicer and
the Receivables, or the servicing of the Receivables, reasonably believed by the Depositor to be necessary in order to effect
such compliance. The Indenture Trustee shall deliver to the Depositor (including any of its assignees or designees) (i) any information
required under Items 1109(a), 1109(b), 1117 and 1119 of Regulation AB  to enable the Depositor to comply with the provisions
of Regulation AB, the Securities Act and the Exchange Act and the rules and regulations thereunder and (ii) within 60 days of
the end of each fiscal year of the Depositor, a report regarding the Indenture Trustee’s assessment of compliance with Regulation
AB during the Depositor’s immediately preceding fiscal year, as required under Item 1122 of Regulation AB and Rule 15d-18
and Rule 13a-18 of the Exchange Act, which report shall address each of the specified criteria in Exhibit D or such other criteria
as mutually agreed upon by the Depositor and the Indenture Trustee, together with such disclosures relating to the Indenture Trustee
and the Receivables, or the servicing of the Receivables, reasonably believed by the Depositor to be necessary in order to effect
such compliance. The Depositor shall not request information or disclosures pursuant to this Section 10.14 other than in good
faith, or for purposes other than compliance with the Securities Act, the Exchange Act or the rules and regulations of the Commission
under the Securities Act or the Exchange Act.


 


10.15      Communications
Regarding Demands to Repurchase Receivables.. The Servicer (if CarMax is no longer the Servicer) agrees to cooperate in good
faith with any reasonable request by the Depositor for information regarding the Servicer which is required in order to enable
the Depositor to comply with the provisions of Items 1104(e) and 1121(c) of Regulation AB and Rule 15Ga-1 under the Exchange Act
as it relates to the Servicer or to the Servicer’s obligations under this Agreement. The Servicer (if CarMax is no longer
the Servicer) shall provide the Depositor with notification, as soon as practicable and in any event within five Business Days,
of all demands communicated to the Servicer for the repurchase or replacement of any Receivable.


 


[SIGNATURE PAGES FOLLOW]


 




    	65



    	 



    

  


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 2015-2
	 	 
	 	By: U.S. BANK TRUST NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely
	 	as Owner Trustee
	 	 
	 	By:	/s/ Christopher J. Nuxoll
	 	Name: Christopher J. Nuxoll
	 	Title: Vice President
	 	 
	 	CARMAX AUTO FUNDING LLC,
	 	as Depositor
	 	 
	 	By:	/s/ Andrew J. McMonigle
	 	Name: Andrew J. McMonigle
	 	Title: Vice President and Treasurer
	 	 
	 	CARMAX BUSINESS SERVICES, LLC,
	 	 
	 	as Servicer
	 	 
	 	By:	/s/ Thomas W. Reedy
	 	Name: Thomas W. Reedy
	 	Title: Executive Vice President and
	 	Chief Financial Officer


 


Sale and Servicing Agreement (CAOT 2015-2)








 






    	 



    	 



    




  


	Accepted and agreed:	 
	 	 
	WELLS FARGO BANK,	 
	NATIONAL ASSOCIATION,	 
	not in its individual capacity	 
	but solely as Indenture Trustee	 
	 	 
	By:	/s/ Tara H. Anderson	 
	Name: Tara H. Anderson	 
	Title: Vice President	 


 


Sale and Servicing Agreement (CAOT 2015-2)


 









    	 



    	 



    




  


Schedule 1


 


Receivable Schedule


 


On file with the Servicer at:


 


CarMax Business Services, LLC

12800 Tuckahoe Creek Parkway

Richmond, Virginia 23238


  




    	Sch. 1



    	 



    

  


Schedule 2


 


Location of Receivable Files


 


225 Chastain Meadows Court


Kennesaw, GA 30144


 


650 Distribution Drive


Atlanta, GA 30336


(original executed copies of Receivables only)


 


680 Distribution Drive


Atlanta, GA 30336


(original executed copies of Receivables only)


 


600 Distribution Drive


Atlanta, GA 30336


(original executed copies of Receivables only)


 


575 Great SW Pkwy


Atlanta, GA 30336


(original executed copies of Receivables only)


 


7575 Ponce Deleon Circle


Norcross, GA 30340


(original executed copies of Receivables only)


 




    	Sch. 2



    	 



    

  


Exhibit A


 


Form of Servicer’s Certificate


 


SEE ATTACHED


 




    	Ex. A



    	 



    

   





MONTHLY SERVICER'S CERTIFICATE


CARMAX BUSINESS SERVICES, LLC


 


CARMAX AUTO OWNER TRUST


SERIES 2015-2







 





	Collection Period	 	05/01/15-05/31/15
	Determination Date	 	6/9/2015
	Distribution Date	 	6/15/2015
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Pool Balance	 	 	 	 	 
	 	 	 	 	 	 	 
	1.	Pool Balance on the close of the last day of the preceding Collection Period	 	 	 	$	 
	2.	Collections allocable to Principal	 	 	 	$	 
	3.	Purchase Amount allocable to Principal	 	 	 	$	 
	4.	Defaulted Receivables	 	 	 	$	 
	5.	Pool Balance on the close of the last day of the related Collection Period	 	 	 	$	 
	 	(Ln1 - Ln2 - Ln3 - Ln4)	 	 	 	 	 
	 	 	 	 	 	 	 
	6.	Total number of Receivables outstanding on the close of the last day of the related Collection Period	 	 	 	 	 
	 	 	 	 	 	 	 
	7.	Initial Pool Balance	 	 	 	$	1,165,000,011.50
	 	 	 	 	 	 	 
	 	 	 	Beginning	 	 	End
	8.	Note Balances	 	of Period	 	 	of Period
	 	 	 	 	 	 	 
	 	a. Class A-1 Note Balance	$	 	 	$	 
	 	b. Class A-2a Note Balance	$	 	 	$	 
	 	c. Class A-2b Floating Rate Note Balance	$	 	 	$	 
	 	d. Class A-3 Note Balance	$	 	 	$	 
	 	e. Class A-4 Note Balance	$	 	 	$	 
	 	f. Class B Note Balance	$	 	 	$	 
	 	g. Class C Note Balance	$	 	 	$	 
	 	h. Class D Note Balance	$	 	 	$	 
	 	i. Note Balance (sum a - h)	$	 	 	$	 
	 	 	 	 	 	 	 
	9.	Pool Factors	 	 	 	 	 
	 	 	 	 	 	 	 
	 	a. Class A-1 Note Pool Factor	 	1.0000000	 	 	 
	 	b. Class A-2a Note Pool Factor	 	1.0000000	 	 	 
	 	c. Class A-2b Floating Rate Note Pool Factor	 	1.0000000	 	 	 
	 	d. Class A-3 Note Pool Factor	 	1.0000000	 	 	 
	 	e. Class A-4 Note Pool Factor	 	1.0000000	 	 	 
	 	f. Class B Note Pool Factor	 	1.0000000	 	 	 
	 	g. Class C Note Pool Factor	 	1.0000000	 	 	 
	 	h. Class D Note Pool Factor	 	1.0000000	 	 	 
	 	i. Note Pool Factor	 	1.0000000	 	 	 
	 	 	 	 	 	 	 
	10.	Overcollateralization Target Amount	 	 	 	$	 
	11.	Current overcollateralization amount (Pool Balance - Note Balance)	 	 	 	$	 
	 	 	 	 	 	 	 
	12.	Weighted Average Coupon	 	 	 	%	 
	13.	Weighted Average Original Term	 	 	 	months	 
	14.	Weighted Average Remaining Term	 	 	 	months	 
	 	 	 	 	 	 	 
	15.	1- Month LIBOR for the accrual period ending 06/15/15	 	 	 	 	 
	16.	Note Rate applicable to the Class A-2b notes for the accrual period ending 06/15/15	 	 	 	 	 
	 	 	 	 	 	 	 
	Collections	 	 	 	 	 
	 	 	 	 	 	 	 
	17.	Finance Charges:	 	 	 	 	 
	 	a. Collections allocable to Finance Charge	 	 	 	$	 
	 	b. Liquidation Proceeds allocable to Finance Charge	 	 	 	$	 
	 	c. Purchase Amount allocable to Finance Charge	 	 	 	$	 
	 	d. Available Finance Charge Collections (sum a - c)	 	 	 	$	 
	 	 	 	 	 	 	 
	18.	Principal:	 	 	 	 	 
	 	a. Collections allocable to Principal	 	 	 	$	 
	 	b. Liquidation Proceeds allocable to Principal	 	 	 	$	 
	 	c. Purchase Amount allocable to Principal	 	 	 	$	 
	 	d. Available Principal Collections (sum a - c)	 	 	 	$	 
	 	 	 	 	 	 	 
	19.	Total Finance Charge and Principal Collections (17d+18d)	 	 	 	$	 
	20.	Interest Income from Collection Account	 	 	 	$	 
	21.	Simple Interest Advances	 	 	 	$	 
	22.	Available Collections (Ln19+20+21)	 	 	 	$	 



 






    	 



    	 



    

 


	Available Funds	 	 	 	 	 
	 	 	 	 	 	 	 
	23.	Available Collections	 	 	 	$	 
	24.	Reserve Account Draw Amount	 	 	 	$	 
	25.	Available Funds	 	 	 	$	 
	 	 	 	 	 	 	 
	Application of Available Funds	 	 	 	 	 
	 	 	 	 	 	 	 
	26.	Servicing Fee	 	 	 	 	 
	 	a. Monthly Servicing Fee	 	 	 	$	 
	 	b. Amount Unpaid from Prior Months	 	 	 	$	 
	 	c. Amount Paid	 	 	 	$	 
	 	d. Shortfall Amount (a + b - c)	 	 	 	$	 
	 	 	 	 	 	 	 
	27.	Unreimbursed Servicer Advances	 	 	 	$	 
	 	 	 	 	 	 	 
	28.	Successor Servicer Unpaid Transition Expenses and Indemnity Amounts (Capped at $175,000)	 	 	 	 	 
	 	a. Unpaid Transition Expenses and Indemnity Amounts (Capped at $175,000)	 	 	 	$	 
	 	b. Amount Paid	 	 	 	$	 
	 	c. Shortfall Amount (a - b)	 	 	 	$	 
	 	 	 	 	 	 	 
	29.	Class A Noteholder Interest Amounts	 	 	 	 	 
	 	a. Class A-1 Monthly Interest	 	 	 	$	 
	 	b. Additional Note Interest related to Class A-1 Monthly Interest	 	 	 	$	 
	 	c. Interest Due on Additional Note Interest related to Class A-1 Monthly Interest	 	 	 	$	 
	 	d. Total Class A-1 Note Interest (sum a - c)	 	 	 	$	 
	 	 	 	 	 	 	 
	 	e. Class A-2a Monthly Interest	 	 	 	$	 
	 	f. Additional Note Interest related to Class A-2a Monthly Interest	 	 	 	$	 
	 	g. Interest Due on Additional Note Interest related to Class A-2a Monthly Interest	 	 	 	$	 
	 	h. Total Class A-2a Note Interest (sum e - g)	 	 	 	$	 
	 	 	 	 	 	 	 
	 	i. Class A-2b Monthly Interest	 	 	 	$	 
	 	j. Additional Note Interest related to Class A-2b Monthly Interest	 	 	 	$	 
	 	k. Interest Due on Additional Note Interest related to Class A-2b Monthly Interest	 	 	 	$	 
	 	l. Total Class A-2b Note Interest (sum i - k)	 	 	 	$	 
	 	 	 	 	 	 	 
	 	m. Class A-3 Monthly Interest	 	 	 	$	 
	 	n. Additional Note Interest related to Class A-3 Monthly Interest	 	 	 	$	 
	 	o. Interest Due on Additional Note Interest related to Class A-3 Monthly Interest	 	 	 	$	 
	 	p. Total Class A-3 Note Interest (sum m - o)	 	 	 	$	 
	 	 	 	 	 	 	 
	 	q. Class A-4 Monthly Interest	 	 	 	$	 
	 	r. Additional Note Interest related to Class A-4 Monthly Interest	 	 	 	$	 
	 	s. Interest Due on Additional Note Interest related to Class A-4 Monthly Interest	 	 	 	$	 
	 	t. Total Class A-4 Note Interest (sum q - s)	 	 	 	$	 
	 	 	 	 	 	 	 
	30.	Priority Principal Distributable Amount	 	 	 	$	 
	 	 	 	 	 	 	 
	31.	Class B Noteholder Interest Amount	 	 	 	 	 
	 	a. Class B Monthly Interest	 	 	 	$	 
	 	b. Additional Note Interest related to Class B Monthly Interest	 	 	 	$	 
	 	c. Interest Due on Additional Note Interest related to Class B Monthly Interest	 	 	 	$	 
	 	d. Total Class B Note Interest (sum a - c)	 	 	 	$	 
	 	 	 	 	 	 	 
	32.	Secondary Principal Distributable Amount	 	 	 	$	 
	 	 	 	 	 	 	 
	33.	Class C Noteholder Interest Amount	 	 	 	 	 
	 	a. Class C Monthly Interest	 	 	 	$	 
	 	b. Additional Note Interest related to Class C Monthly Interest	 	 	 	$	 
	 	c. Interest Due on Additional Note Interest related to Class C Monthly Interest	 	 	 	$	 
	 	d. Total Class C Note Interest (sum a - c)	 	 	 	$	 
	 	 	 	 	 	 	 
	34.	Tertiary Principal Distributable Amount	 	 	 	$	 
	 	 	 	 	 	 	 
	35.	Class D Noteholder Interest Amount	 	 	 	 	 
	 	a. Class D Monthly Interest	 	 	 	$	 
	 	b. Additional Note Interest related to Class D Monthly Interest	 	 	 	$	 
	 	c. Interest Due on Additional Note Interest related to Class D Monthly Interest	 	 	 	$	 
	 	d. Total Class D Note Interest (sum a - c)	 	 	 	$	 
	 	 	 	 	 	 	 
	36.	Quaternary Principal Distributable Amount	 	 	 	$	 
	 	 	 	 	 	 	 
	37.	Required Payment Amount (Ln 26 + Ln 28 + (sum of Ln 29 through Ln 36))	 	 	 	$	 
	 	 	 	 	 	 	 
	38.	Reserve Account Deficiency	 	 	 	$	 



 






    	 



    	 



    

 


	39.	Regular Principal Distributable Amount	 	 	 	$	 
	 	 	 	 	 	 	 
	40.	Remaining Unpaid Servicer Transition Expenses, if any	 	 	 	$	 
	 	 	 	 	 	 	 
	41.	Additional Servicing Fees, if any	 	 	 	$	 
	 	 	 	 	 	 	 
	42.	Remaining Unpaid Successor Servicer Indemnity Amounts and Transition Expenses, if any	 	 	 	$	 
	 	 	 	 	 	 	 
	Collection Account Activity	 	 	 	 	 
	 	 	 	 	 	 	 
	43.	Deposits	 	 	 	 	 
	 	a. Total Daily Deposits of Finance Charge Collections	 	 	 	$	 
	 	b. Total Daily Deposits of Principal Collections	 	 	 	$	 
	 	c. Withdrawal from Reserve Account	 	 	 	$	 
	 	d. Interest Income	 	 	 	$	 
	 	e. Total Deposits to Collection Account (sum a - d)	 	 	 	$	 
	 	 	 	 	 	 	 
	44.	Withdrawals	 	 	 	 	 
	 	a. Servicing Fee and Unreimbursed Servicer Advances	 	 	 	$	 
	 	b. Successor Servicer Transition Expenses and Indemnity Amounts	 	 	 	$	 
	 	c. Deposit to Note Payment Account for Monthly Note Interest/Principal	 	 	 	$	 
	 	d. Deposit to Reserve Account	 	 	 	$	 
	 	e. Excess Collections (Deposit to Certificate Payment Account for payment to Certificateholder)	 	 	 	$	 
	 	f. Total Withdrawals from Collection Account (sum a - e)	 	 	 	$	 
	 	 	 	 	 	 	 
	Note Payment Account Activity	 	 	 	 	 
	 	 	 	 	 	 	 
	45.	Deposits	 	 	 	 	 
	 	a. Class A-1 Interest Distribution	 	 	 	$	 
	 	b. Class A-2a Interest Distribution	 	 	 	$	 
	 	c. Class A-2b Interest Distribution	 	 	 	$	 
	 	d. Class A-3 Interest Distribution	 	 	 	$	 
	 	e. Class A-4 Interest Distribution	 	 	 	$	 
	 	f. Class B Interest Distribution	 	 	 	$	 
	 	g. Class C Interest Distribution	 	 	 	$	 
	 	h. Class D Interest Distribution	 	 	 	$	 
	 	 	 	 	 	 	 
	 	i. Class A-1 Principal Distribution	 	 	 	$	 
	 	j. Class A-2a Principal Distribution	 	 	 	$	 
	 	k. Class A-2b Principal Distribution	 	 	 	$	 
	 	l. Class A-3 Principal Distribution	 	 	 	$	 
	 	m. Class A-4 Principal Distribution	 	 	 	$	 
	 	n. Class B Principal Distribution	 	 	 	$	 
	 	o. Class C Principal Distribution	 	 	 	$	 
	 	p. Class D Principal Distribution	 	 	 	$	 
	 	q. Total Deposits to Note Payment Account (sum a - p)	 	 	 	$	 
	 	 	 	 	 	 	 
	46.	Withdrawals	 	 	 	 	 
	 	a. Class A-1 Distribution	 	 	 	$	 
	 	b. Class A-2a Distribution	 	 	 	$	 
	 	c. Class A-2b Distribution	 	 	 	$	 
	 	d. Class A-3 Distribution	 	 	 	$	 
	 	e. Class A-4 Distribution	 	 	 	$	 
	 	f. Class B Distribution	 	 	 	$	 
	 	g. Class C Distribution	 	 	 	$	 
	 	h. Class D Distribution	 	 	 	$	 
	 	i. Total Withdrawals from Note Payment Account (sum a - h)	 	 	 	$	 
	 	 	 	 	 	 	 
	Certificate Payment Account Activity	 	 	 	 	 
	 	 	 	 	 	 	 
	47.	Deposits	 	 	 	 	 
	 	a. Excess Collections	 	 	 	$	 
	 	b. Reserve Account surplus (Ln 57)	 	 	 	$	 
	 	c. Total Deposits to Certificate Payment Account (sum a - b)	 	 	 	$	 
	 	 	 	 	 	 	 
	48.	Withdrawals	 	 	 	 	 
	 	a. Certificateholder Distribution	 	 	 	$	 
	 	b. Total Withdrawals from Certificate Payment Account	 	 	 	$	 
	 	 	 	 	 	 	 
	Required Reserve Account Amount	 	 	 	 	 
	 	 	 	 	 	 	 
	49.	Lesser of: (a or b)	 	 	 	 	 
	 	a. $2,912,500.03	 	 	 	$	 
	 	b. Note Balance	 	 	 	$	 
	 	 	 	 	 	 	 
	50.	Required Reserve Account Amount	 	 	 	$	 



 






    	 



    	 



    

 


	Reserve Account Reconciliation	 	 	 	 	 
	 	 	 	 	 	 	 
	51.	Beginning Balance (as of end of preceding Distribution Date)	 	 	 	$	 
	52.	Investment Earnings	 	 	 	$	 
	53.	Reserve Account Draw Amount	 	 	 	$	 
	54.	Reserve Account Amount (Ln 51 + Ln 52 - Ln 53)	 	 	 	$	 
	55.	Deposit from Available Funds (Ln 44d)	 	 	 	$	 
	56.	If Reserve Account Balance exceeds Required Reserve Account Amount, payment to	 	 	 	 	 
	 	a. the Note Payment Account for the payment of principal to the extent of any unfunded Regular Principal Distribution Amount; and	 	 	 	$	 
	 	b. any Successor Servicer for the payment of any unfunded Transition Costs and Additional Servicing Fee	 	 	 	$	 
	57.	Payment to
    Certificateholder if Reserve Account Balance exceeds Required Reserve Account Amount and to the extent no unfunded amounts described in Ln 56 exist	 	 	 	$	 
	58.	Ending Balance (Ln54 + Ln55 - Ln56 - Ln57)	 	 	 	$	 
	59.	Reserve Account Deficiency (Ln50 - Ln58)	 	 	 	$	 
	 	 	 	 	 	 	 
	Instructions to the Trustee	 	 	 	 	 
	 	 	 	 	 	 	 
	60.	Amount to be deposited from the Reserve Account into the Collection Account	 	 	 	$	 
	61.	Amount to be paid to Servicer from the Collection Account	 	 	 	$	 
	62.	Amount to be deposited from the Collection Account into the Note Payment Account	 	 	 	$	 
	63.	Amount to be deposited from the Collection Account into the Certificate Payment Account	 	 	 	$	 
	64.	Amount to be deposited from the Collection Account into the Reserve Account	 	 	 	$	 
	65.	Amount to be deposited from the Reserve Account, if Reserve Account Balance exceeds	 	 	 	 	 
	 	Required Reserve Account Amount, into	 	 	 	 	 
	 	a. the Note Payment Account for any unfunded Regular Principal Distributable Amount	 	 	 	$	 
	 	b. the Certificate Payment Account for payment to the Certificateholder,	 	 	 	 	 
	 	if no unfunded Regular Principal distributable amount exists	 	 	 	$	 
	66.	Amount to be paid to Class A-1 Noteholders from the Note Payment Account	 	 	 	$	 
	67.	Amount to be paid to Class A-2a Noteholders from the Note Payment Account	 	 	 	$	 
	68.	Amount to be paid to Class A-2b Noteholders from the Note Payment Account	 	 	 	$	 
	69.	Amount to be paid to Class A-3 Noteholders from the Note Payment Account	 	 	 	$	 
	70.	Amount to be paid to Class A-4 Noteholders from the Note Payment Account	 	 	 	$	 
	71.	Amount to be paid to Class B Noteholders from the Note Payment Account	 	 	 	$	 
	72.	Amount to be paid to Class C Noteholders from the Note Payment Account	 	 	 	$	 
	73.	Amount to be paid to Class D Noteholders from the Note Payment Account	 	 	 	$	 
	74.	Amount to be paid to Certificateholders from the Certificate Payment Account with respect to Excess	 	 	 	 	 
	 	Collections and Reserve Account surplus	 	 	 	$	 
	 	 	 	 	 	 	 
	Net Loss and Delinquency Activity	 	 	 	 	 
	 	 	 	 	 	 	 
	75.	Net Losses with respect to preceding Collection Period	 	 	 	$	 
	76.	Cumulative Net Losses	 	 	 	$	 
	77.	Cumulative Net Loss Percentage	 	 	 	 	 
	 	 	 	 	 	 	 
	78.	Delinquency Analysis	 	Number of	 	 	Principal 
	 	 	 	Loans	 	 	Balance
	 	 	 	 	 	 	 
	 	a. 31 to 60 days past due	 	 	 	$	0.00
	 	b. 61 to 90 days past due	 	 	 	$	0.00
	 	c. 91 or more days past due	 	 	 	$	0.00
	 	d. Total Past Due (sum a-c)	 	0 	 	 	0.00
	 	 	 	 	 	 	 
	Servicer Covenant	 	 	 	 	 
	 	 	 	 	 	 	 
	79.	CarMax, Inc Consolidated Tangible Net Worth as of the end of the Related Fiscal Quarter	 	 	 	$	 
	80.	Is CarMax, Inc Consolidated Tangible Net Worth greater than $1,000,000,000?	 	 	 	 	Yes


 






    	 



    	 



    

 


IN WITNESS WHEREOF, the undersigned has duly executed this certificate
on June 09, 2015.


  





	CARMAX BUSINESS SERVICES, LLC	 
	As Servicer 	 
	 	 	 
	By:	 	 
	 	 	 
	Name:	Andrew J. McMonigle	 
	 	 	 
	Title:	Treasurer	 




 






    	 



    	 



    



 


 


Exhibit B


 


Form of Statement to Noteholders


 


SEE EXHIBIT A


 




    	Ex. B



    	 



    

  


Exhibit C


 


Form of Statement to Certificateholders


 


SEE EXHIBIT A


 




    	Ex. C



    	 



    

  


Exhibit D


 


SERVICING CRITERIA TO BE ADDRESSED
IN ASSESSMENT OF COMPLIANCE


 


The assessment of compliance
to be delivered by the Indenture Trustee shall address, at a minimum, the criteria identified as below as “Applicable Servicing
Criteria”:


  


	Servicing
    Criteria	 	Applicable

        Servicing

        Criteria

        

	Reference	 	Criteria	 	
	 	 	General Servicing Considerations	 	 
	 	 	 	 	 
	1122(d)(1)(i)	 	Policies and procedures are instituted to monitor any performance
    or other triggers and events of default in accordance with the transaction agreements.	 	 
	 	 	 	 	 
	1122(d)(1)(ii)	 	If any material servicing activities are outsourced to third
    parties, policies and procedures are instituted to monitor the third party’s performance and compliance with such servicing
    activities.	 	X
	 	 	 	 	 
	1122(d)(1)(iii)	 	Any requirements in the transaction agreements to maintain a
    back-up servicer for the receivables are maintained.	 	 
	 	 	 	 	 
	1122(d)(1)(iv)	 	A fidelity bond and errors and omissions policy is in effect
    on the party participating in the servicing function throughout the reporting period in the amount of coverage required by
    and otherwise in accordance with the terms of the transaction agreements.	 	 
	 	 	 	 	 
	 	 	Cash Collection and Administration	 	 
	 	 	 	 	 
	1122(d)(2)(i)	 	Payments on receivables are deposited into the appropriate custodial
    bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of
    days specified in the transaction agreements.	 	 
	 	 	 	 	 
	1122(d)(2)(ii)	 	Disbursements made via wire transfer on behalf of an obligor
    or to an investor are made only by authorized personnel.	 	X
	 	 	 	 	 
	1122(d)(2)(iii)	 	Advances of funds or guarantees regarding collections, cash flows
    or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in
    the transaction agreements.	 	 


 




    	Ex. D-1



    	 



    

 





	Servicing
    Criteria	 	Applicable

        Servicing

        Criteria

	Reference	 	Criteria	 	
	1122(d)(2)(iv)	 	The related accounts for the transaction, such as cash reserve
    accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling
    of cash) as set forth in the transaction agreements.	 	X
	 	 	 	 	 
	1122(d)(2)(v)	 	Each custodial account is maintained at a federally insured depository
    institution as set forth in the transaction agreements. For purposes of this criterion, “federally insured depository
    institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements
    of Rule 13k-1(b)(1) of the Securities Exchange Act.	 	X
	 	 	 	 	 
	1122(d)(2)(vi)	 	Unissued checks are safeguarded so as to prevent unauthorized access.	 	 
	 	 	 	 	 
	1122(d)(2)(vii)	 	Reconciliations are prepared on a monthly basis for all asset-backed
    securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations are
    (A) mathematically accurate; (B) prepared within 30 calendar days after the bank statement cutoff date, or such other number
    of days specified in the transaction agreements; (C) reviewed and approved by someone other than the person who prepared the
    reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar
    days of their original identification, or such other number of days specified in the transaction agreements.	 	 
	 	 	 	 	 
	 	 	Investor Remittances and Reporting	 	 
	 	 	 	 	 
	1122(d)(3)(i)	 	Reports to investors, including those to be filed with the Commission,
    are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports
    (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information
    calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission as required
    by its rules and regulations; and (D) agree with investors’ or the trustee’s records as to the total unpaid principal
    balance and number of receivables serviced by the Servicer.	 	 







 




    	Ex. D-2



    	 



    

  





	Servicing
    Criteria	 	Applicable

        Servicing

        Criteria

	Reference	 	Criteria	 	
	1122(d)(3)(ii)	 	Amounts due to investors are allocated and remitted in accordance
    with timeframes, distribution priority and other terms set forth in the transaction agreements.	 	X
	 	 	 	 	 
	1122(d)(3)(iii)	 	Disbursements made to an investor are posted within two business
    days to the Servicer’s investor records, or such other number of days specified in the transaction agreements.	 	X
	 	 	 	 	 
	1122(d)(3)(iv)	 	Amounts remitted to investors per the investor reports agree with
    cancelled checks, or other form of payment, or custodial bank statements.	 	X
	 	 	 	 	 
	 	 	Pool Asset Administration	 	 
	 	 	 	 	 
	1122(d)(4)(i)	 	Collateral or security on receivables is maintained as required
    by the transaction agreements or related receivable loan documents.	 	 
	 	 	 	 	 
	1122(d)(4)(ii)	 	Receivable loan and related documents are safeguarded as required
    by the transaction agreements.	 	 
	 	 	 	 	 
	1122(d)(4)(iii)	 	Any additions, removals or substitutions to the asset pool are
    made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements.	 	 
	 	 	 	 	 
	1122(d)(4)(iv)	 	Payments on receivables, including any payoffs, made in accordance
    with the related receivable loan documents are posted to the Servicer’s obligor records maintained no more than two
    business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal,
    interest or other items (e.g., escrow) in accordance with the related receivable loan documents.	 	 
	 	 	 	 	 
	1122(d)(4)(v)	 	The Servicer’s records regarding the receivables agree with
    the Servicer’s records with respect to an obligor’s unpaid principal balance.	 	 
	 	 	 	 	 
	1122(d)(4)(vi)	 	Changes with respect to the terms or status of an obligor’s
    receivables (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance
    with the transaction agreements and related pool asset documents.	 	 
	 	 	 	 	 
	1122(d)(4)(vii)	 	Loss mitigation or recovery actions (e.g., forbearance plans, modifications
    and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in
    accordance with the timeframes or other requirements established by the transaction agreements.	 	 







 




    	Ex. D-3



    	 



    

  





	Servicing
    Criteria	 	Applicable

    Servicing

    Criteria
	Reference	 	Criteria	 	
	1122(d)(4)(viii)	 	Records documenting collection efforts are maintained during the
    period a receivable is delinquent in accordance with the transaction agreements. Such records are maintained on at least a
    monthly basis, or such other period specified in the transaction agreements, and describe the entity’s activities in
    monitoring delinquent receivables including, for example, phone calls, letters and payment rescheduling plans in cases where
    delinquency is deemed temporary (e.g., illness or unemployment).	 	 
	 	 	 	 	 
	1122(d)(4)(ix)	 	Adjustments to interest rates or rates of return for receivable
    loans with variable rates are computed based on the related receivable loan documents.	 	 
	 	 	 	 	 
	1122(d)(4)(x)	 	Regarding any funds held in trust for an obligor (such as escrow
    accounts): (A) such funds are analyzed, in accordance with the obligor’s receivable loan documents, on at least an annual
    basis, or such other period specified in the transaction agreements; (B) interest on such funds is paid, or credited, to obligors
    in accordance with applicable receivable loan documents and state laws; and (C) such funds are returned to the obligor within
    30 calendar days of full repayment of the related receivable, or such other number of days specified in the transaction agreements.	 	 
	 	 	 	 	 
	1122(d)(4)(xi)	 	Payments made on behalf of an obligor (such as tax or insurance
    payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices
    for such payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates,
    or such other number of days specified in the transaction agreements.	 	 
	 	 	 	 	 
	1122(d)(4)(xii)	 	Any late payment penalties in connection with any payment to be
    made on behalf of an obligor are paid from the servicer’s funds and not charged to the obligor, unless the late payment
    was due to the obligor’s error or omission.	 	 
	 	 	 	 	 
	1122(d)(4)(xiii)	 	Disbursements made on behalf of an obligor are posted within two
    business days to the obligor’s records maintained by the servicer, or such other number of days specified in the transaction
    agreements.	 	 







 




    	Ex. D-4



    	 



    

  





	Servicing
    Criteria	 	Applicable

        Servicing

        Criteria

	Reference	 	Criteria	 	
	1122(d)(4)(xiv)	 	Delinquencies, charge-offs and uncollectible accounts are recognized
    and recorded in accordance with the transaction agreements.	 	 
	 	 	 	 	 
	1122(d)(4)(xv)	 	Any external enhancement or other support, identified in Item 1114(a)(1)
    through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements.	 	 







 




    	Ex. D-5