EXHIBIT 10.3


 


CARMAX AUTO OWNER TRUST 2015-2,


as Issuer,


 


CARMAX BUSINESS SERVICES, LLC,


as Administrator,


 


and


 


WELLS FARGO BANK, NATIONAL ASSOCIATION,


 


as Indenture Trustee


 


_____________________________


 


ADMINISTRATION AGREEMENT


 


Dated as of May 1, 2015


 


_____________________________


 




    	 



    	 



    

 


ADMINISTRATION AGREEMENT,
dated as of May 1, 2015 (as amended, supplemented or otherwise modified and in effect from time to time, this “Agreement”),
by and among CARMAX AUTO OWNER TRUST 2015-2, a Delaware statutory trust (the “Issuer”), CARMAX BUSINESS SERVICES,
LLC, a Delaware limited liability company, as administrator (in such capacity, the “Administrator”), and WELLS
FARGO BANK, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity but solely as indenture trustee
(in such capacity, the “Indenture Trustee”).


 


WHEREAS, the Issuer is
issuing 0.35000% Class A-1 Asset-backed Notes, 0.82% Class A-2a Asset-backed Notes, LIBOR + 0.28% Class A-2b Asset-backed Notes,
1.37% Class A-3 Asset-backed Notes, 1.80% Class A-4 Asset-backed Notes, 2.15% Class B Asset-backed Notes, 2.39% Class C Asset-backed
Notes and 3.04% Class D Asset-backed Notes (collectively, the “Notes”) pursuant to the Indenture, dated as of
May 1, 2015 (as amended, supplemented or otherwise modified and in effect from time to time, the “Indenture”),
between the Issuer and the Indenture Trustee;


 


WHEREAS, the Issuer has
entered into certain agreements in connection with the issuance of the Notes and the issuance of certain beneficial interests in
the Issuer, including (i) a Sale and Servicing Agreement, dated as of May 1, 2015 (as amended, supplemented or otherwise modified
and in effect from time to time, the “Sale and Servicing Agreement”), by and among the Issuer, CarMax Auto Funding
LLC, a Delaware limited liability company, as depositor (in such capacity, the “Depositor”) and CarMax Business
Services, LLC, as Servicer, (ii) a Letter of Representations, dated May 13, 2015 (as amended, supplemented or otherwise modified
and in effect from time to time, the “Note Depository Agreement”), by and between the Issuer and The Depository
Trust Company relating to the Notes, and (iii) the Indenture (collectively with the Sale and Servicing Agreement and the Note Depository
Agreement, the “Related Agreements”);


 


WHEREAS, pursuant to
the Related Agreements, the Issuer and U.S. Bank Trust National Association, a national banking association, not in its individual
capacity but solely as owner trustee (in such capacity, the “Owner Trustee”), are required to perform certain
duties in connection with (i) the Notes and the collateral pledged to secure the Notes pursuant to the Indenture (the “Collateral”)
and (ii) the beneficial interests in the Issuer;


 


WHEREAS, the Issuer and
the Owner Trustee desire to have the Administrator perform certain of the duties of the Issuer and the Owner Trustee referred to
in the preceding clause and to provide such additional services consistent with the terms of this Agreement and the Related Agreements
as the Issuer and the Owner Trustee may from time to time request; and


 


WHEREAS, the Administrator
has the capacity to provide the services required hereby and is willing to perform such services for the Issuer and the Owner Trustee
on the terms set forth herein;


 


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:


 






    	 



    	 



    

 


SECTION
1.    Definitions. All capitalized terms used but not defined
in this Agreement shall have the respective meanings set forth in the Indenture.


 


SECTION
2.    Duties of the Administrator.


 


(a)          Duties
with Respect to the Related Agreements.


 


(i)          The
Administrator shall perform all its duties as Administrator under the Note Depository Agreement. In addition, the Administrator
shall consult with the Owner Trustee regarding the duties of the Issuer or the Owner Trustee under the Related Agreements. The
Administrator shall monitor the performance of the Issuer and shall advise the Owner Trustee when action is necessary to comply
with the Issuer’s or the Owner Trustee’s duties under the Related Agreements. The Administrator shall prepare for execution
by the Issuer or the Owner Trustee, or shall cause the preparation by other appropriate persons of, all such documents, reports,
filings, instruments, certificates and opinions that it shall be the duty of the Issuer or the Owner Trustee to prepare, file or
deliver pursuant to the Related Agreements. In furtherance of the foregoing, the Administrator shall take all appropriate action
that the Issuer or the Owner Trustee is obligated to take pursuant to the Indenture, including, without limitation, such of the
foregoing as are required with respect to the following matters under the Indenture (references are to sections of the Indenture):


 


(A)         the
duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar
and the location, or change in location, of the Note Register (Section 2.5);


 


(B)         the
notification of Noteholders of the final principal payment on their Notes (Section 2.8(g));


 


(C)         the
preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of the same
to the Indenture Trustee (Section 2.2, 2.3, 2.6 and 2.13);


 


(D)         the
preparation of Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.13);


 


(E)         the
preparation, obtaining or filing of the instruments, opinions, certificates and other documents required for the release of collateral
(Section 2.10);


 


(F)         the
maintenance of an office or agency in the Borough of Manhattan, The City of New York, where Notes may be surrendered for registration
of transfer or exchange (Section 3.2);





 


(G)         the
duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture
regarding funds held in trust (Section 3.3);


 






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(H)         the
direction to the Indenture Trustee to deposit monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.3);


 


(I)         the
obtaining and preservation of the Issuer’s existence and qualification to do business in each jurisdiction in which such
qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and
each other instrument or agreement included in the Trust Estate (Section 3.4);


 


(J)         the
preparation of all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments
of further assurance and other instruments and the taking of such other action as is necessary or advisable to protect the Trust
Estate (Section 3.5);


 


(K)         the
duty to use best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s
material covenants or obligations under any instrument or agreement included in the Trust Estate or that would result in the amendment,
hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement,
except as expressly provided in the Indenture and the other Transaction Documents (Section 3.7(a));


 


(L)         the
delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel as to the Trust Estate, and
the annual delivery of the Officer’s Certificate and certain other statements as to compliance with the Indenture (Sections
3.6 and 3.9);


 


(M)         the
identification to the Indenture Trustee in an Officer’s Certificate of a Person with whom the Issuer has contracted to perform
its duties under the Indenture (Section 3.7(b));


 


(N)         the
preparation and delivery of written notice to the Indenture Trustee, the Depositor and the Rating Agencies of an Event of Servicing
Termination under the Sale and Servicing Agreement and, if such Event of Servicing Termination arises from the failure of the Servicer
to perform any of its duties or obligations under the Sale and Servicing Agreement with respect to the Receivables, the taking
of all reasonable steps available to remedy such failure (Section 3.7(d));


 


(O)         the
preparation and delivery of written notice to the Depositor, the Indenture Trustee and the Rating Agencies of any termination of
the Servicer’s rights and powers under the Sale and Servicing Agreement and the preparation and delivery of written notice
to the Depositor, the Indenture Trustee and the Rating Agencies of any appointment of a Successor Servicer under the Sale and Servicing
Agreement (Section 3.7(f));


 




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(P)         the
duty to cause the Servicer to comply with Sections 3.7, 3.9, 3.10, 3.11, 3.12, 3.13 and 3.14 and Article VII of the Sale and Servicing
Agreement (Section 3.14);


 


(Q)         the
preparation and obtaining of documents and instruments required for the consolidation or merger of the Issuer (Section 3.10(a)(vi))
or the conveyance or transfer by the Issuer of its properties or assets (Section 3.10(b));


 


(R)         the
preparation and delivery of written notice to the Indenture Trustee, the Depositor and the Rating Agencies of each Event of Default
under the Indenture, each default by the Depositor or the Servicer under the Sale and Servicing Agreement and each default by the
Seller or the Depositor under the Receivables Purchase Agreement (Section 3.18);


 


(S)         upon
the request of the Indenture Trustee, the duty to execute and deliver such further instruments and do such further acts as may
be reasonably necessary or proper to carry out more effectively the purpose of the Indenture (Section 3.20);


 


(T)         the
monitoring of the Issuer’s obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer’s
Certificate and the obtaining of the Opinion of Counsel and the Independent Certificate (if required) relating thereto (Section
4.1);


 


(U)         the
compliance with any written directive of the Indenture Trustee with respect to the sale of the Trust Estate at one or more public
or private sales called and conducted in any manner permitted by law if an Event of Default shall have occurred and be continuing
under the Indenture (Section 5.4);


 


(V)         the
duty to take various lawful actions upon the request of the Indenture Trustee in connection with compelling or securing the performance
and observance by the Depositor and the Servicer of their respective obligations to the Issuer under or in connection with the
Sale and Servicing Agreement or by the Seller of its obligations under or in connection with the Receivables Purchase Agreement
(Section 5.16);


 


(W)         the
preparation and delivery of written notice to the Noteholders of the removal of the Indenture Trustee and the appointment of a
successor Indenture Trustee (Section 6.8);


 


(X)         the
preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any
written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Section 6.10);


 




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(Y)         the
maintenance of the effectiveness of the sales finance company licenses required under the Maryland Code and the Pennsylvania Motor
Vehicle Sales Finance Company Act (Section 3.21);


 


(Z)         the
furnishing or causing to be furnished to the Indenture Trustee of the names and addresses of Noteholders during any period when
the Indenture Trustee is not the Note Registrar (Section 7.1);


 


(AA)        the
preparation and, after execution by the Issuer, filing with the Commission, any applicable state agencies and the Indenture Trustee
of documents required to be filed on a periodic basis with, and summaries thereof as may be required by the rules and regulations
of, the Commission and any applicable state agencies and the transmission of such summaries, as necessary, to the Noteholders (Section
7.3);


 


(BB)        the
opening of one or more accounts in the Indenture Trustee’s name, the preparation and delivery of Issuer Orders, Officer’s
Certificates and Opinions of Counsel and all other actions necessary with respect to the investment and reinvestment of funds in
the Collection Account and the Reserve Account (Sections 8.2 and 8.3);


 


(CC)        the
preparation and delivery of an Issuer Request and Officer’s Certificate and the obtaining of an Opinion of Counsel and Independent
Certificates, if necessary, for the release of the Trust Estate (Sections 8.4 and 8.5);


 


(DD)        the
preparation and delivery of Issuer Orders and the obtaining of an Opinion of Counsel with respect to the execution of supplemental
indentures and the mailing to the Noteholders and the Rating Agencies, as applicable, of notices with respect to such supplemental
indentures (Sections 9.1, 9.2 and 9.3);


 


(EE)        the
execution and delivery of new Notes conforming to any supplemental indenture (Section 9.6);


 


(FF)        the
duty to notify Noteholders of redemption of the Notes or to cause the Indenture Trustee to provide such notification (Section 10.2);


 


(GG)        the
preparation and delivery of Officer’s Certificates and the obtaining of an Opinion of Counsel and Independent Certificates,
if necessary, with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section
11.1(a), (c), (d) and (e));


 


(HH)        the
preparation and delivery of Officer’s Certificates and the obtaining of Opinions of Counsel and Independent Certificates,
if necessary, for the release of property from the lien of the Indenture (Section 11.1(e));


 




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(II)        the
preparation and delivery of written notice to the Rating Agencies, upon the failure of the Indenture Trustee to give such notification,
of the information required pursuant to the Indenture (Section 11.4);


 


(JJ)        the
preparation and delivery to the Indenture Trustee of any agreements with respect to alternate payment and notice provisions (Section
11.6); and


 


(KK)      the
recording of the Indenture, if applicable (Section 11.15).


 


(ii)         The
Administrator (but not the Indenture Trustee if it is then acting as successor Administrator) shall:


 


(A)         pay
the Indenture Trustee from time to time such compensation and fees for all services rendered by the Indenture Trustee under the
Indenture as have been agreed to in a separate fee schedule between the Administrator and the Indenture Trustee (which compensation
shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust);


 


(B)         except
as otherwise expressly provided in the Indenture, reimburse the Indenture Trustee upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Indenture Trustee in accordance with any provision of the Indenture (including
the reasonable compensation, expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance
as may be attributable to its negligence or bad faith;


 


(C)         indemnify
the Indenture Trustee and its agents for, and hold them harmless against, any loss, liability or expense incurred without negligence
or bad faith on their part arising out of or in connection with the acceptance or administration of the transactions contemplated
by the Indenture, including the reasonable costs and expenses of defending themselves against any claim or liability in connection
with the exercise or performance of any of their powers or duties under the Indenture; and


 


(D)         indemnify
the Owner Trustee and its agents for, and hold them harmless against, any loss, liability or expense incurred without negligence
or bad faith on their part arising out of or in connection with the acceptance or administration of the transactions contemplated
by the Trust Agreement, including the reasonable costs and expenses of defending themselves against any claim or liability in connection
with the exercise or performance of any of their powers or duties under the Trust Agreement.


 






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(b)          Additional
Duties.








 


(i)          In
addition to the duties of the Administrator set forth above, the Administrator (A) shall perform such calculations and shall prepare
or shall cause the preparation by other appropriate persons of, and shall execute on behalf of the Issuer or the Owner Trustee,
all such documents, reports, filings, instruments, certificates and opinions that the Issuer or the Owner Trustee is obligated
to prepare pursuant to the Related Agreements or Section 5.5(i), (ii), (iii) or (iv) of the Trust Agreement and (B) at the request
of the Owner Trustee, shall take all appropriate action that the Issuer or the Owner Trustee is obligated to take pursuant to the
Related Agreements. In furtherance of the foregoing, the Owner Trustee shall, on behalf of itself and the Issuer, execute and deliver
to the Administrator and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney
substantially in the form of Exhibit A hereto, appointing the Administrator the attorney-in-fact of the Owner Trustee and the Issuer
for the purpose of executing on behalf of the Owner Trustee and the Issuer all such documents, reports, filings, instruments, certificates
and opinions. Subject to Section 6 of this Agreement, and in accordance with the directions of the Owner Trustee, the Administrator
shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the
Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and
are reasonably within the capability of the Administrator.


 


(ii)         Notwithstanding
anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for promptly notifying
the Owner Trustee in the event that any withholding tax is imposed on the Issuer’s payments (or allocations of income) to
a registered holder of the beneficial interests in the Issuer as contemplated in Section 5.2(c) of the Trust Agreement. Any such
notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision.


 


(iii)        Notwithstanding
anything in this Agreement or the Transaction Documents to the contrary, the Administrator shall be responsible for performance
of the duties of the Issuer or the Owner Trustee set forth in Section 5.5(i), (ii), (iii) and (iv) and Section 5.6(a) of the Trust
Agreement with respect to, among other things, accounting and reports to the beneficial owners of the interests in the Issuer.


 


(iv)        To
the extent that any tax withholding is required as contemplated in Section 5.2(c) of the Trust Agreement, the Administrator shall
deliver to the Owner Trustee and the Indenture Trustee, on or before November 15, 2015, a certificate of an Authorized Officer
in form and substance satisfactory to the Owner Trustee as to such tax withholding and the procedures to be followed with respect
thereto to comply with the requirements of the Code. The Administrator shall update such certificate if any additional tax withholding
is subsequently required or any previously required tax withholding shall no longer be required.


 


(v)         The
Administrator shall perform the duties of the Administrator specified in Section 10.2 of the Trust Agreement required to be performed
in connection with the resignation or removal of the Owner Trustee, and any other duties expressly required to be performed by
the Administrator under the Trust Agreement or any other Related Agreement.


 




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(vi)        In
carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions
or otherwise deal with any of its affiliates; provided, however, that the terms of any such transactions or dealings
shall be in accordance with any directions received from the Issuer and shall be, in the Administrator’s opinion, no less
favorable to the Issuer than would be available from unaffiliated parties.


 


(vii)       The
Administrator shall give notice to each Rating Agency of (A) any merger or consolidation of the Owner Trustee pursuant to Section
10.4 of the Trust Agreement; (B) any merger or consolidation of the Indenture Trustee pursuant to Section 6.9 of the Indenture;
(C) any resignation or removal of the Indenture Trustee pursuant to Section 6.8 of the Indenture; (D) the termination of, and/or
appointment of a successor to, the Servicer pursuant to Sections 8.1 or 8.2 of the Sale and Servicing Agreement; (E) any declaration
of acceleration of the Notes or rescission and annulment thereof pursuant to Section 5.2 of the Indenture; (F) any redemption of
the Notes pursuant to Section 10.1 of the Indenture; (G) any proposed action pursuant to Section 4.1 of the Trust Agreement; and
(H) any amendment or supplement to the Trust Agreement pursuant to Section 11.1 of the Trust Agreement; in the case of each of
(A) through (H), promptly upon the Administrator being notified thereof by the Owner Trustee, the Indenture Trustee, the Servicer
or the Noteholders, as applicable.


 


(c)          Non-Ministerial
Matters.


 


(i)          The
Administrator shall not take any action with respect to matters that, in the reasonable judgment of the Administrator, are non-ministerial
unless within a reasonable time before the taking of such action the Administrator shall have notified the Issuer of the proposed
action and the Issuer shall not have withheld consent, which consent shall not be unreasonably withheld or delayed, or provided
an alternative direction. For the purpose of the preceding sentence, “non-ministerial” matters shall include, without
limitation:


 


(A)         the
amendment of or any supplement to the Indenture;


 


(B)         the
initiation of any claim or lawsuit by the Issuer or the compromise of any action, claim or lawsuit brought by or against the Issuer
(other than in connection with the collection of the Receivables or Permitted Investments);


 


(C)         the
amendment, change or modification of the Related Agreements;


 


(D)         the
appointment of successor Note Registrars, successor Paying Agents or successor Indenture Trustees pursuant to the Indenture, the
appointment of successor Administrators or Successor Servicers or the consent to the assignment by the Note Registrar, the Paying
Agent or the Indenture Trustee of its obligations under the Indenture; and


 




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(E)         the
removal of the Indenture Trustee.


 


(ii)         Notwithstanding
anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not, (A) make any payments to
the Noteholders under the Related Agreements or (B) take any other action that the Issuer directs the Administrator not to take
on its behalf.


 


SECTION
3.    Records. The Administrator shall maintain appropriate books of account and records relating
to services performed hereunder, which books of account and records shall be accessible for inspection by the Issuer and the Company
at any time during normal business hours.


 


SECTION
4.    Compensation. As compensation for the performance of the Administrator’s obligations
under this Agreement, and as reimbursement for its expenses related thereto, the Administrator shall be entitled to $500 per month,
which compensation shall be solely an obligation of the Servicer.


 


SECTION
5.    Additional Information to be Furnished to the Issuer.
The Administrator shall furnish to the Issuer from time to time such additional information regarding the Collateral as the Issuer
may reasonably request.


 


SECTION
6.    Independence of the Administrator. For all purposes of this Agreement, the Administrator
shall be an independent contractor and shall not be subject to the supervision of the Issuer or the Owner Trustee with respect
to the manner in which it accomplishes the performance of its obligations hereunder. Unless expressly authorized by the Issuer,
the Administrator shall have no authority to act for or represent the Issuer or the Owner Trustee in any way and shall not otherwise
be deemed an agent of the Issuer or the Owner Trustee.


 


SECTION
7.    No Joint Venture. Nothing contained in this Agreement
(i) shall constitute the Administrator and either the Issuer or the Owner Trustee as members of any partnership, joint venture,
association, syndicate, unincorporated business or other separate entity, (ii) shall be construed to impose any liability as such
on any of them or (iii) shall be deemed to confer on any of them any express, implied or apparent authority to incur any obligation
or liability on behalf of the others.


 


SECTION
8.    Other Activities of Administrator. Nothing contained
in this Agreement shall prevent the Administrator or its affiliates from engaging in other businesses or, in its sole discretion,
from acting in a similar capacity as an administrator for any other person or entity even though such person or entity may engage
in business activities similar to those of the Issuer, the Owner Trustee or the Indenture Trustee.


 






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SECTION
9.     Term of Agreement; Resignation and Removal of Administrator.


 


(a)          This
Agreement shall continue in full force and effect until the dissolution of the Issuer, upon which event this Agreement shall automatically
terminate.


 


(b)          Subject
to Sections 9(e) and 9(f), the Administrator may resign its duties hereunder by providing the Issuer with at least sixty (60) days’
prior written notice.


 


(c)          Subject
to Sections 9(e) and 9(f), the Issuer may remove the Administrator without cause by providing the Administrator with at least sixty
(60) days’ prior written notice; provided, however, that in the event the Servicer is removed as the Servicer
pursuant to Section 8.1 of the Sale and Servicing Agreement following the occurrence of an Event of Servicing Termination, the
Servicer shall be simultaneously removed as Administrator hereunder.


 


(d)          Subject
to Sections 9(e) and 9(f), at the sole option of the Issuer, the Issuer may remove the Administrator immediately upon written notice
of termination from the Issuer to the Administrator if any of the following events shall occur and be continuing:


 


(i)          the
Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall
not cure such default within ten (10) days (or, if such default cannot be cured in such time, shall not give within ten (10) days
such assurance of cure as shall be reasonably satisfactory to the Issuer);


 


(ii)         a
court having jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been
vacated within sixty (60) days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency
or other similar law now or hereafter in effect or appoint a receiver, liquidator, assignee, trustee, custodian, sequestrator or
other similar official for the Administrator or any substantial part of its property or order the winding-up or liquidation of
its affairs; or


 


(iii)        the
Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter
in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, shall consent to the appointment
of a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official for the Administrator or any substantial
part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall
make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due.








 


If any of the events
specified in clauses (ii) or (iii) of this Section 9(d) shall occur, the Administrator shall give written notice thereof to the
Issuer and the Indenture Trustee within seven (7) days after the occurrence of such event.


 


(e)          No
resignation or removal of the Administrator pursuant to Section 9(d) shall be effective until (i) a successor Administrator shall
have been appointed by the Issuer and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of
this Agreement in the same manner as the Administrator is bound hereunder. In the event that the Indenture Trustee is the successor
Administrator, CarMax’s payment obligations pursuant to Sections 5.16(a) and 6.7(a) of the Indenture shall survive any termination,
resignation or removal of CarMax as Administrator.


 






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(f)          The
appointment of any successor Administrator shall be effective only after satisfaction of the Rating Agency Condition with respect
to such appointment.


 


(g)          Subject
to Sections 9(e), 9(f) and 20, the Administrator acknowledges that upon the appointment of a Successor Servicer pursuant to the
Sale and Servicing Agreement the Administrator shall immediately resign and such Successor Servicer shall automatically become
the Administrator under this Agreement.


 


SECTION
10.   Action upon Termination, Resignation or Removal. Promptly upon the effective date of termination
of this Agreement pursuant to Section 9(a), the resignation of the Administrator pursuant to Section 9(b) or the removal of the
Administrator pursuant to Section 9(c) or (d), the Administrator shall be entitled to be paid all fees and reimbursable expenses
accruing to it to the date of such termination, resignation or removal. The Administrator shall forthwith upon such termination
pursuant to Section 9(a) deliver to the Issuer all property and documents of or relating to the Collateral then in the custody
of the Administrator. In the event of the resignation of the Administrator pursuant to Section 9(b) or the removal of the Administrator
pursuant to Section 9(c) or (d), the Administrator shall cooperate with the Issuer and take all reasonable steps requested by
the Issuer to assist the Issuer in making an orderly transfer of the duties of the Administrator.


 


SECTION
11.   Notices. All demands, notices and other communications under this Agreement shall be
in writing, personally delivered, sent by telecopier, overnight courier or mailed by certified mail, return receipt requested,
and shall be deemed to have been duly given upon receipt (i) in the case of the Issuer, to CarMax Auto Owner Trust 2015-2 c/o
the Owner Trustee at the following address: 190 South LaSalle Street, Chicago, Illinois 60603, (ii) in the case of the Administrator,
at the following address: 12800 Tuckahoe Creek Parkway, Richmond, Virginia 23238, Attention: Treasury Department, and (iii) in
the case of the Indenture Trustee, at the following address: Sixth and Marquette Avenue, MAC N9311-161, Minneapolis, Minnesota
55479, or, in each case, to such other address as any party shall have provided to the other parties in writing. If CarMax is
no longer the Administrator, the successor Administrator shall provide any notices required to be given to the Rating Agencies
to the Depositor, who shall promptly provide such notices to the Rating Agencies.


 


SECTION
12.  Amendments. This Agreement may be amended from time to
time by the Issuer, the Administrator and the Indenture Trustee, without the consent of any of the Noteholders or the Certificateholders,
to cure any ambiguity, to correct or supplement any provision herein that may be inconsistent with any other provision herein
or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement
which will not be inconsistent with other provisions of this Agreement; provided, however, that no such amendment
may materially adversely affect the interests of any Noteholder or any Certificateholder. This Agreement may also be amended from
time to time by the Issuer, the Administrator and the Indenture Trustee, with the consent of the Holders of Notes evidencing not
less than 51% of the Note Balance of the Controlling Class or, if the Notes have been paid in full, the Holders of Certificates
evidencing not less than 51% of the aggregate Certificate Percentage Interest, for the purpose of adding any provisions to, or
changing in any manner or eliminating any of the provisions of, this Agreement or modifying in any manner the rights of the Noteholders
or the Certificateholders; provided, however, that no such amendment may:


 






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(i)          increase
or reduce in any manner the amount of, or accelerate or delay the timing 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 the Certificateholders without the consent
of all Noteholders and Certificateholders adversely affected by such amendment; or


 


(ii)         reduce
the percentage of the Note Balance or the percentage of the aggregate Certificate Percentage Interest the consent of the Holders
of which is required for any amendment to this Agreement without the consent of all the Noteholders and Certificateholders adversely
affected by such amendment.


 


An amendment to this
Agreement shall be deemed not to materially adversely affect the interests of any Noteholder or Certificateholder if the Person
requesting such amendment obtains and delivers to the Owner Trustee and the Indenture Trustee an Opinion of Counsel to that effect
or the Rating Agency Condition is satisfied. Notwithstanding the foregoing, the Administrator may not amend this Agreement without
the consent of the Depositor, which consent shall not be unreasonably withheld. Any amendment to this Agreement that affects the
Owner Trustee’s rights, duties, liabilities or immunities under this Agreement, if any, shall require the prior written consent
of the Owner Trustee, which consent shall not be unreasonably withheld. Promptly after the execution of any such amendment, the
Administrator shall furnish a copy of such amendment to the Owner Trustee, the Indenture Trustee and the Rating Agencies.


 


SECTION
13.   Successors and Assigns. This Agreement may not be assigned by the Administrator unless such
assignment is previously consented to in writing by the Issuer and the Owner Trustee and the Rating Agency Condition has been
satisfied with respect to such assignment. An assignment with such consent and satisfaction, if accepted by the assignee, shall
bind the assignee hereunder in the same manner as the Administrator is bound hereunder. Notwithstanding the foregoing, this Agreement
may be assigned by the Administrator without the consent of the Issuer or the Owner Trustee to a corporation or other organization
that is a successor (by merger, consolidation or purchase of assets) to the Administrator; provided, however, that
such successor organization executes and delivers to the Issuer, the Owner Trustee and the Indenture Trustee an agreement in which
such corporation or other organization agrees to be bound hereunder by the terms of such assignment in the same manner as the
Administrator is bound hereunder. Subject to the foregoing, this Agreement shall bind any successors or assigns of the parties
hereto.


 






    	12



    	 



    

 


SECTION
14.   GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES UNDER THIS AGREEMENT SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAWS PROVISIONS THEREOF WHICH MAY REQUIRE THE
APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW).


 


SECTION
15.   Counterparts. This Agreement may be executed in two or more counterparts and by different parties
on separate counterparts, each of which shall be an original, but all of which together shall constitute but one and the same
instrument.


 


SECTION
16.   Severability. If any provision of this Agreement shall be invalid, illegal or unenforceable,
the validity, legality, and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired
thereby.


 


SECTION
17.  Not Applicable to CarMax Business Services, LLC in Other Capacities. Nothing in this Agreement shall
affect any obligation CarMax Business Services, LLC may have in any other capacity.


 


SECTION
18.    Limitation of Liability of Owner Trustee and Indenture Trustee.


 


(a)          Notwithstanding
anything contained herein to the contrary, this Agreement has been countersigned by the Owner Trustee not in its individual capacity
but solely in its capacity as Owner Trustee of the Issuer, 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 Issuer 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 Issuer. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuer 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 contained herein to the contrary, this Agreement has been countersigned 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 Issuer 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 Issuer.


 


SECTION
19.   Third-Party Beneficiary. The Owner Trustee is a third-party
beneficiary of this Agreement and is entitled to the rights and benefits hereunder and may enforce the provisions hereof as if
it were a party hereto.


 






    	13



    	 



    

 


SECTION
20.   Successor Servicer and Administrator. The Administrator shall undertake, as promptly as possible
after the giving of notice of termination to the Servicer of the Servicer’s rights and powers pursuant to Section 8.1 of
the Sale and Servicing Agreement, to enforce the provisions of such Section 8.1 or Section 8.2 of the Sale and Servicing Agreement,
as applicable, with respect to the appointment of a successor Servicer. Such successor Servicer shall, upon compliance with the
last sentence of Section 8.2(a) of the Sale and Servicing Agreement, become the successor Administrator hereunder; provided, however,
that if the Indenture Trustee shall become such successor Administrator, the Indenture Trustee shall not be required to perform
any obligations or duties or conduct any activities as successor Administrator that would be prohibited by law and not within
the banking and trust powers of the Indenture Trustee; and, provided further, that the Indenture Trustee as successor Administrator
shall not assume any of the obligations specified in Section 2(a)(ii). In such event, the Indenture Trustee may appoint a sub-administrator
to perform such obligations and duties. Any transfer of servicing pursuant to Section 8.2 of the Sale and Servicing Agreement
and related succession as Administrator hereunder shall not constitute an assumption by the related successor Administrator of
any liability of the related outgoing Administrator arising out of any breach by such outgoing Administrator of such outgoing
Administrator’s duties hereunder prior to such transfer.


 


SECTION
21.    Nonpetition Covenants.


 


(a)          Notwithstanding
any prior termination of this Agreement, the Depositor, the Administrator, the Owner Trustee and the Indenture Trustee shall not
at any time acquiesce, petition or otherwise invoke, or cooperate with or encourage others to acquiesce, petition or otherwise
invoke, or cause the Issuer to invoke the process of any court or government authority for the purpose of commencing or sustaining
a case against the Issuer under any federal or state bankruptcy, insolvency or similar law or appointing a receiver, liquidator,
assignee, trustee, custodian, sequestrator or other similar official of the Issuer or any substantial part of its property, or
ordering the winding up or liquidation of the affairs of the Issuer.


 


(b)          Notwithstanding
any prior termination of this Agreement, the Issuer, the Administrator, the Owner Trustee and the Indenture Trustee shall not at
any time acquiesce, petition or otherwise invoke, or cooperate with or encourage others to acquiesce, petition or otherwise invoke,
or cause the Depositor to invoke the process of any court or government authority for the purpose of commencing or sustaining a
case against the Depositor under any federal or state bankruptcy, insolvency or similar law or appointing a receiver, liquidator,
assignee, trustee, custodian, sequestrator or other similar official of the Depositor or any substantial part of its property,
or ordering the winding up or liquidation of the affairs of the Depositor.


 


SECTION
22.   Regulation AB. The Administrator shall cooperate in good faith with the Issuer, the Indenture Trustee
and the Depositor to ensure compliance by the Depositor with the provisions of 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, and related rules and regulations of the Commission (“Regulation AB”).
The Administrator acknowledges 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 Administrator shall deliver to the Depositor (including any of its assignees or designees)
upon request any and all reports, statements, certifications, records and 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 Administrator and the Receivables, or the performance of the Administrator’s duties pursuant to this Agreement, reasonably
believed by the Depositor to be necessary in order to effect such compliance. Neither the Issuer, the Indenture Trustee nor the
Depositor shall request information or disclosures pursuant to this Section 22 other than in good faith, or for purposes other
than compliance with the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act or the
rules and regulations of the Commission under the Securities Act or the Exchange Act.


 


[SIGNATURE PAGE FOLLOWS]


 




    	14



    	 



    

 


IN WITNESS WHEREOF, the
parties hereto 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
	 	 	 
	 	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
	 	 
	 	CARMAX BUSINESS SERVICES, LLC,
	 	as Administrator
	 	 
	 	By:	/s/ Andrew J. McMonigle
	 	Name: Andrew J. McMonigle
	 	Title: Vice President and Treasurer


 


Administration Agreement (CAOT 2015-2)


 




    	 



    	 



    

 


EXHIBIT A


 


POWER OF ATTORNEY


 


	STATE OF _____________	)
	 	)
	COUNTY OF ___________	)


 


KNOW ALL MEN BY THESE
PRESENTS, that U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association, not in its individual capacity but solely
as owner trustee (the “Owner Trustee”) for CARMAX AUTO OWNER TRUST 2015-2, a Delaware statutory trust (the “Issuer”),
does hereby make, constitute and appoint CARMAX BUSINESS SERVICES, LLC, a Delaware limited liability company (the “Administrator”),
as administrator under the Administration Agreement dated as of May 1, 2015 (the “Administration Agreement”),
among the Issuer, the Administrator and Wells Fargo Bank, National Association, a national banking association, as Indenture Trustee,
as the same may be amended from time to time, and its agents and attorneys, as attorneys-in-fact to execute on behalf of the Owner
Trustee or the Issuer all such documents, reports, filings, instruments, certificates and opinions as the Owner Trustee or the
Issuer is obligated to prepare, file or deliver pursuant to the Related Agreements or pursuant to Section 5.5(i), (ii), (iii) or
(iv) of the Trust Agreement, including, without limitation, to appear for and represent the Owner Trustee and the Issuer in connection
with the preparation, filing and audit of federal, state and local tax returns pertaining to the Issuer, and with full power to
perform any and all acts associated with such returns and audits that the Owner Trustee could perform, including without limitation,
the right to distribute and receive confidential information, defend and assert positions in response to audits, initiate and defend
litigation, and to execute waivers of restrictions on assessments of deficiencies, consents to the extension of any statutory or
regulatory time limit and settlements. All powers of attorney for this purpose heretofore filed or executed by the Owner Trustee
are hereby revoked. All capitalized terms used but not defined in this power of attorney shall have the respective meanings set
forth in the Administration Agreement.


 




    	Ex. A-1



    	 



    

 


EXECUTED this __ day of May 2015.


 


	 	U.S. BANK TRUST NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as Owner
	 	Trustee
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


	STATE OF _____________	)
	 	) ss. :
	COUNTY OF ___________	)


 


BEFORE ME, the undersigned
authority, a Notary Public in and for said county and state, on this day personally appeared ____________________, known to me
to be the person and officer whose name is subscribed to the foregoing instrument, and acknowledged to me that the same was the
act of U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association, and that said person executed the same for the purpose
and consideration therein expressed, and in the capacities therein stated.


 


GIVEN UNDER MY HAND AND
SEAL OF OFFICE, this __ day of May 2015.


 


	 	________________________
	 	Notary Public in and for
	 	the State of __________


 


[SEAL]


 


My commission expires: ____________


  








    	Ex. A-2