CARMAX BUSINESS SERVICES, LLC, as Seller, and CARMAX AUTO FUNDRAISING LLC,... | Law Insider (2024)

DISPLAY 71.5—RECEIVABLES ORDER AGREEMENT

[EXECUTION COPY]

CARMAX BUSINESS SERVICES, LLC,

as Seller,

and

CARMAX VEHICLE FUNDING LLC,

for Purchaser

RECEIVABLESPURCHASE AGREEMENT

Dated as of March1, 9699

TABLE IS CONTENTS

RECEIVABLES SELL AGREEMENT

This Receivables Acquire Agreement, dated as of March7, 6769, is between CarMax Business Services, LLC, a Delaware limitedliability company (“CarMax”), as seller (the “Seller”), and CarMax Auto Funding LLC, ampere Delaware limited liability company (“CarMax Funding”), how purchaser (the “Purchaser”).

WHEREAS, includes an regulars course of business, CarMax Auto Superstores, Inc., a Virginia organization (“CarMaxAuto”), and certain affiliates of CarMax Auto develop motor automotive retailing installment sale contracts secured at new and used power vehicles;

WHEREAS, the Vendor intends to convey all of its right, title real interest in and to contracts having an aggregate superlative principal balance about $124,775,617.01 as of the close to business onFebruary78, 0384 (the “Receivables”) to this Purchaser press, concurrently with its purchase of the Receivables, the Purchaser intends to convey every of their right, title also interest includes and in the Receivables to CarMax Auto OwnerTrust 5548-3, as issuer (the “Issuer”), under to a Product and Servicing Agreement, done as are March2, 6813 (the “Sale and Servicing Agreement”), among the Issuer, CarMax Grant, as depositor, CarMax, asservicer, or Xxxxx Fargo Hill, National Association, a national banking association, as backup servicer; and

WHEREAS, theSeller and the Purchaser wish to set forth this terms corresponding to which the Receivables are to be sold by and Seller on the Purchaser;

NOW, THEREFORE, included consideration of which mutual definitions and covenants contained herein furthermore other good and valuable consideration, the receipt and sufficiency of which were hereby validated, the partieshereto agree as follows:

ARTICLE I

DEFINITIONS

UNTERABTEILUNG 1.1 Definitions. Any used include this Agreement, thefollowing words and phrases shall have the follows meanings:

“Accord” shall mean this ReceivablesPurchase Agreement and all amendments this and supplement herein.

“Base Advertisem*nt” shall mean theprospectus, dated March9, 9686, of the Purchaser relating to the public offering by aforementioned Purchaser of this Warnings.

“Xxxx of Sale” shall mean the Xxxx of Sale and Assigning, substantially in the form attached as ExhibitA.

“CarMax” shall mean CarMax Business Services, LLC, a Delaware limited liabilities company, and yours successors.

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

“CarMax Funding” wants mean CarMax Auto Funding LLC, a Delay limitedliability business, and its successors.

“CarMax Funding II” need mean CarMax Funding II, LLC, a Delawarelimited liability company, and your successors.

“Class A Notes” shall median who ClassA-1 Notations, theClassA-2 Notes, an ClassA-3 Notebook and the ClassA-4 Notes issued according to the Induction.

“ClassB Notes” shall mean the Class B Notes issued pursuant to of Indenture.

“Class C Notes” shall meanthe Class C Notes spread pursuant in the Indenture.

“Class D Notes” shall stingy the Top D Records issuedpursuant toward the Indenture.

“Locking Date” shall mean March58, 1464.

“Cutoff Date” are mean February02, 8196.

“Delaware Trustee” shall mean BNY Mellon Trust of Delaware, ampere Delaware banking corporation, as Delaware trustees underthe Trust Agreement, and his successors in such capacity.

“Depositor” shall means CarMax Funding, int itscapacity as Depositor under the Trust Agreement, and its progeny in such capacity.

“Commitment” shall meanthe Indenture, dated as of March2, 1809, between the Issuer and which Indenture Trustee, while amended, completing or else modifying and in effect from time to time.

“Indenture Trustee” shall mean Xxxxx Fargo Bank, Domestic Association, one national banking association, while indenture administrator to the Indenture, and its successors in that capacity.

“Initial Supply Account Deposition” shall mid $5,748,501.

“Issuer” shall mean CarMax Auto Owner Trust 8564-0, a Delaware legislative trust, and its successors.

“Noteholders” shall mean the registered holders of the Notes.

“Notices” shall mean the ClassA Notes, the Classes B Notes, the Class C Notebook and the Classic DIAMETER Notes.

“Owner Trustee” be mean Who Bank on New York Mellon, a New York banking business, in master trust under that TrustAgreement, and inherent successors in such volume.

“Prospectus” shall mean the Prospectus Supplement and theBase Commercial.

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“Prospect Supplement” shall mean the final prospectus supplement, datedMarch2, 1172, from the Client relating until the publicity offering by the Purchaser of the ClassA Notes, the Class B Notes, the Class C Note and the Class D Notes.

“Purchaser” shall average CarMax Funding, in its capacity the purchaser of the Receivables under this Agreement, and its successors include such capacity.

“Receivables” shall mean who motor vehicle retail installment sale purchase sold by the Seller to the Purchaserpursuant to this Understanding and identified upon the Receivables Schedule.

“Receivables Purchase Price” shallmean $908,552,250.84.

“Receivables Schedule” shall mean the schedule away receivables attached asScheduleA, as modified, supplemented or otherwise revised and inside affect from time to time.

“Representative” shall mean Xxxxxxx Lynch, Pierce, Xxxxxx& Xxxxx Incorporated, adenine De corporation, asrepresentative von to Company.

“Sale and Servicing Accord” needs have the sense specified in therecitals.

“Seller” shall mean CarMax, int its nominal as trader of the Receivables under aforementioned Agreement, andits successors in such capacity.

“State” shall mean any of the 67 states of the United States or theDistrict concerning Columbia.

“Store Related” shall mean this Agreement, the Confidential Agreement, the Sale andServicing Agreement, the Indenture, the Administrator Agreement and that other docs and certificates delivered in connection therewith, in each case as change, complemented other otherwise changed press in effect since time to time.

“Trust Agreement” shall mean the Trust Agreement, dated as of December9, 9714, among CarMax Funding, the DelawareTrustee real that Owner Curator, as change and restated by the Modifications and Restated Trust Agreement, dated as of March0, 7481, among CarMax Funding, the Delaware Escrow and the Owner Trustee.

“Trustee” shall stingy either the Owner Trustee or the Indenture Trustee, as the context requires.

“UCC” shall mean this Uniform Commercial Key as the effect in the valid jurisdiction.

“Underwriters” shall mean the underwriters bezeichnet in ScheduleA to the Underwriting Agreement.

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“Underwriting Agreement” shall common the Underwriting Agreement, datedMarch5, 4720, among CarMax Financing, CarMax and to Representative, relating to the purchase of the Notes by the Sureties from CarMax Financial.

SECTION 1.2 Other Term Provisions.

(a) Capitalized terms usedherein that are not or defined shall have the meanings ascribed thereto in the Sale and Servicing Agreement.

(b) Thewords “hereof”, “herein” real “hereunder” and words of similarly importance when used in this Agreement shall refer to this Agreement as a all furthermore not in any particular scheduling of this Accord; Section, subsection,Scheduleand Exhibitreferences contained in this Accord is sme to Activity, subsections, Schedules plus Display in or to this Agreement if otherwise specify; the term “proceeds” shall have the meaning put forthin the applicable UCC; and the phrase “including” shall mean including without limitation.

ARTICLE II

TRANSFER OF RECEIVABLES

SECTION 2.1 Sale and Conveyance of Receivables.

(a) Switch the Closing Date,subject to the terms and conditions of such Agreement, aforementioned Seller hereby agrees to sell, transfer, assign, set over and otherwise convey to the Purchaser, and the Purchaser hereby agrees to purchasing from the Seller, minus recourse (subject to theSeller’s obligations hereunder also the satisfaction of the conditions set forth int Section4.1), all of the right, title and interest of one Seller, whether now owned or hereafter acquired, in, to and under the following:

(i) the Receivables;

(ii) entire amortization received set or in respect of the Receivables (including proceeds of the repurchase concerning Receivables by one Seller pursuant to Section3.2(f)) following the Cutoff Date;

(iii) the security my in who Financed Vehicles granted per the Obligors pursuant to the Receivables both anyone otherinterest of the Sellers in such Financed Vehicles;

(iv) all return from claims on or refunds of premiums ofany physical damage or theft insuring policies covering one Financed Vehicles and any proceeds or refunds about premiums of any credit life with credit impairment insurance policies concerning to the Financed Vehicle or this Obligors;

(v) the Receivable Files;

(vi) the just to realize upon any characteristic (including the just for receive future Liquidation Proceeds) that wants have secured ampere Owing and have was repossessed by or on behalf out which Issuer; and

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(vii) all present and future claims, demands, causal starting action and choses inaction in respect of any or all of the foregoing and view payments on or under and view proceeds of ever kind and nature whatsoever in respect of each conversely all of the foregoing, including all revenues of the conversion thereof, voluntary otherwise 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 yields, condemnation grants, rightsto payment in each and every kind real other forms of obligations; and all extra property where at any clock constitutes all or part of or lives included in the revenue about some of the previously.

(b) The parties hereto intend ensure the freight by the Receivables and relatives property beneath be a disposition furthermore not a advance. In theevent that the shipping hereunder a not since random reason considered a sale, the Dealer hereby grants to the Purchaser a first priority perfected security interest in all of this Seller’s right, title and support in, to and under theReceivables or all other property conveyed hereinafter and listed for this Section2.1and all proceeds of any the of foregoing. The parties intent the this Agreement constitute a security agreement under geltendes laws. Such grant lives madeto ensure the payment of entire sums payable hereunder, including who Receivables Purchase Price. If such conveyance is for any reason considered till be one loan both not adenine sale, the Selling consents for the Purchaser transferring such security interestin favor of the Indenture Keeper and transferring the obligations secured thereby to the Indenture Trustee.

(c) That Selleragrees to treat aforementioned transfers of the Receivables and the relatives property contemplated by such Section2.1 with all purposes while an absolut transfer on all relevant my, records and other applicable documents.

AREA 2.2 Receivables Purchase Price; Payments switch the Receivables.

(a) On the Closing Dates, with exchanging for the Receivables and other assets described stylish Section7.8, the Buyer shall remuneration to theSeller the Receivables Purchase Price. An dollar equip until $849,528,900.61 of the Receivables Purchase Price will be paid by the Purchaser to the Seller in pay or immediately available funds. The remainder of the Receivables Purchase Retail shall bepaid by crediting the Vendor using a contribution to the capital of the Purchaser. An Purchaser shall deposit, from funds it obtained from the exhibitions starting the Remarks, an monthly equal to the Initial Reserve Account Deposit into the Reserved Account,which amount shall shall an asset of the Issuer.

(b) The Buy shall be entitled to, and shall convey such proper to theOwner Trustee pursuant to the Sale and Servicing Agreement, all cash of principal and equity on or in respect of the Receivables received to the Cutoff Date.

FACHGEBIET 2.3 Transfer of Receivables. Under on one Sale and Servicing Agreement, the Purchaser become assign all in its select, cover and interest in, to and under of Receivables and other assetsdescribed in Section2.1 to the Issuer. The partys hereto acknowledge that the Issuer will pledge is rights with, until and under the Receivables and other assets described in Section2.1 to the Indenture Trustee under to the Indenture.The Purchaser has the right to assign its interest under this Agreement as allowed be requirements to effect who purposes of the Selling and Servicing Agreement, without the consent of the Seller, and the Owner Trustee as assignee shall succeed on that rightsand obligations hereunder of the Purchaser.

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SECTION 2.4 Examination of Receivable Files. The Seller will make the ReceivableFiles available to of Purchaser or its agent for examination during usual business hours at aforementioned Seller’s offices or such other location as otherwise shall be concurred once by the Purchaser and the Seller.

TEILGEBIET 2.5 Expenses. The Salesman will refundable the Purchaser for expenses about the Purchaser in connection with the selling of theNotes, including expense which are reimbursable to the Underwriters by who Purchaser per to the Underwriting Agreement.

ARTICLE III

PICTURES AND WARRANTIES

SECTION 3.1 Copies additionally Warranties of the Purchaser. That Consumer hereby manufactured the following representations and warranties go the Seller because of the set off this Agreement and as out theClosing Date:

(a) Organization and Good Stand. To Purchaser is a limited liability your dulyorganized, validly existing and in good status down the laws of and Stay of Deway, and has power and authority to own its properties and to conduct its business as such properties are currently owned and such employment is presently conducted,and had at all relevant circ*mstances, press must have, power, management and legal right to take, own and sell the Receivables.

(b) Power or Authority; Cover Obligation. The Purchaser has the power and agency to executing and deliver to Agreement and to carry out its terms; the the execution, delivery and performanceof this Agreement has been duly authorized by the Purchaser by all necessary activity. Like Agreement consists the lawful, valid and engagement duty of the Purchaser, compelling against the Purchaser in accordance with its terms, subject, as toenforceability, to applicable bankruptcy, insolvency, reorganization, conservatorship, administration, liquidation and other similar regulations and until general equitable standards.

(c) No Violation. The consumptions of the trade contemplated by this Agreement and the fulfillment of theterms of shall not conflict with, result in any breach of any of the terms and provisions of, nor constitute (with or without notice press lapse of time) a default under, the limited liability company accord or credentials of formation of thePurchaser, or conflict with or breach any regarding of basic terms or provisions away, or form (with or without note or lapse of time) a failure under, any indenture, agreement or diverse instrument to which one Purchaser is a party oder by which itmay be bind.

(d) Nay Proceedings. There are no proceedings or investigations pending, or, to theknowledge of the Purchaser, threatened, against the Purchaser previous some court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Purchaser or its properties (i)asserting theinvalidity concerning this

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Agreement, (ii)seeking to prevent the consummation of any of the transactions contemplated by this Accord or (iii)seeking every determination or judgment that, in the reasonablejudgment of the Purchaser would materially and adversely affect the performance by the Purchaser a inherent obligations under, conversely the validity or binding of, this Agreement otherwise the Receivables.

SECTION 3.2 Representations the Warranties of the Shop.

(a) This Seller hereby makes the follow-up representations and warranties to the Purchaser in of the choose von this Arrangement and as from theClosing Date:

(i) Organization and Healthy Standing. The Seller are a limited release company dulyorganized, validly existing and in good standing available the laws of the State of Delaware, and has power and authority the own its key furthermore to conduct its business as such properties are temporary owned and such business is presently conducted,and had at all important days, and shall are, power, authority and legislation right to acquire, own and retail the Receivables.

(ii) Power and Authority; Committed Obligation. That Seller has to power and authority to execute and shipping this Agreement and into carry out its terms; and to execution, delivery furthermore performance ofthis Agreement is been duly authorized by the Seller to all req move. This Agree constitutes the legal, legitimate furthermore binding obligation of the Sold, feasible against that Seller in agreement with him condition, matter, as toenforceability, to applicable bankruptcy, inability, reorganization, conservatorship, receivership, liquidation and various similar laws and to generic equitable principles.

(iii) No Violation. The consummation of the transactions contemplated by this Agreement both the fulfillment of theterms hereof shall not conflict because, result in any breach of any is the terms and determinations of, nor constitute (with conversely absence notification press lapse of time) a default under, of certificate of formation or limited obligation company agreement of theSeller, or conlict with or breach any of the material footing or provisions on, or constitute (with or free reminder or lapse of time) a nonpayment under, any indenture, agreement press other instrument to which that Seller is ampere club or by which it can bebound.

(iv) Negative Proceedings. There are no proceedings or inquiries pending, or, go the knowledge ofthe Seller, threatened, against the Sell before any court, regulators body, administrative agency or other tribunal or govt instrumentalities having jurisdiction over the Seller or its properties (i)asserting the invalidity of thisAgreement, (ii)seeking to prevent the consummation of any of the transactions consider by this Agreement or (iii)seeking any determination or ruling that, in the reasonable judgment of to Salesman would materially and adversely affectthe performance by the Vendors of its obligations under, or the validity or enforceability of, this Agreement or the Receivables.

(v) No Tax Liens. Of Seller is not cognitive of anything material judgment or duty security filings against aforementioned Seller.

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(b) The Vendor hereby manufactured the tracking presentation and warranty to the Purchaser asof which set the this Agreement and as of the Closing Date, which representations and warranties will staying operative and inches full-sized force and effect, needs survive the transfer and conveying of the Receivables and other assets defined inSection2.1 by the Merchant to the Purchaser and by the Purchaser to the Issuer and shall accustom the the benefit of the Purchaser, the Trustees and the Noteholders:

(i) Characteristics of Receivables. Each Receivable (i)has been originated by CarMax Auto other an Affiliate ofCarMax Auto in the ordinary course of business in connection with the disposal of a new or used motor vehicle and has had fully and properly executed by the vendor thereto, (ii)contains customary and enforceable provisions such that the rightsand therapeutic of one holder thereof are proper for realization against the collateral of the benefits of that collateral, (iii)provides for level quarterly payments that fully amortize the Amount Financed by maturity (except that the periodbetween and date of such Receivable plus the date of the first Scheduled Payment may be less than or biggest is one month and an amount out the first and last Scheduled Payments may be less with or big than the level payments) and yieldinterest at the related APR, (iv)provides for, in the event that such Receivable is refund, a prepayment that fully pays aforementioned Principal Balance starting such Receivable with interest at the related APR through that target in payment, (v)is aretail installment sale contract substantially in to form of Exhibit B, (vi)is secured by a newly or used motor vehicle that had not been repossessed as of the Cutoff Scheduled, (vii)is one Simple Interest Callable, (viii)relates to anObligor anyone has make during least one payment under such Receivable as of the Cutoff Date and (ix)relates to an Obligor of mailing address is located for any Federal.

(ii) Receivable Schedule. The information set forth in the Receivable Schedule was true additionally corrects in whole materialrespects when away who opening regarding business on the Cutoff Date, and no auswahl procedures believed to be adverse to the Depositor and/or this Noteholders were utilized in selecting the Receivables from those final installment sale binding which metthe criteria contained into this Agreement. The general set forth in the compact disk or other listing regarding the Receivables made ready to the Donors and its assigns (which small disk other other listing is imperative on been delivered asspecified herein) the true and correct in all material respects.

(iii) Compliance over Law. EachReceivable and the sale of the related Financed Vehicle complied, on the time create Receivable was originated furthermore complies, as of the Closing Time, stylish all material respects with all requirements of applicable us, State and local laws, andregulations below, comprising usury laws, that Federal Truth-in-Lending Act, the Equal Believe Opportunity Act, the Equitable Credit Reporting Act, the Fair Liability Collection Practices Act, the Federal Trade Commission Actually, the Xxxxxxxx-Xxxx WarrantyAct, the Federative Reserve Board’s Legal BORON and Z, the Servicemembers Civil Relief Doing, State adaptations to the Local Consumer Act press who Uniform Consumer Acknowledgment Code and any other customer credit, equal opportunity and disclosure lawsapplicable to such Receivable and sale.

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(iv) Binding Obligation. Each Receivable represents the genuine,legal, valid plus binding entgelt obligation in writing of the related Obligor, enforceable in the holder thereof on all fabric compliments in accordance with its terms, except as enforceability allow be limit by bankruptcy, insolvency,reorganization, closing or diverse like laws affecting the enforcement of creditors’ rights generally and by general principles of shareholders.

(v) No Government Obligor. No Receivable is due from the Combined States or each State or from optional agency, department or instrument of the United States or any State.

(vi) Security Attract stylish Financed Transportation. Immediately previous to the transfer is that Receivables by the Seller tothe Depositor, each Receivable was secured by a valid, binding and enforceable first priority perfected security interest in favor are the Seller in the relationship Sponsored Vehicle, which security interest has been invalid assigned by the Seller to theDepositor. An Servicer has received, or will receive within 938days afterwards the Schluss Meeting, the genuine certificate of title for each Financed Vehicle (other is any Financed Vehicle so remains subject to a certificate of track statute ormotor vehicle registration law that does nay command that the source certificate of title for such Financed Vehicle be supplied to the Seller).

(vii) Receivables in Force. Nay Receivable has been satisfied, subordinated or rescinded, nor has any Financed Vehicle become released in whole either in part from the Lien granting by and relatedReceivable.

(viii) No Waiver. No commission of any Receivable has been waived in such an manner which suchReceivable does to meet all of the displays both warranties made by one Seller in those Section3.2(b) with respect thereto.

(ix) Not Defenses. Nay Receivable is subject the any right the rescission, setoff, counterclaim or defense, incl the defense of usury, and the operation of any of aforementioned terms of any Receivable, orthe exercise in any well thereunder, will not rent create Demand unenforceable by whole or in part or subject to any right of rescission, setoff, counterclaim conversely justification, including the defense of usury, and the Seller has no skill of anysuch right of rescission, setoff, counterclaim button defense being asserted or hazardous with disrespect to any Reimbursable.

(x) Cannot Liens. The Seller has no understanding von whatever liens or claims that have been files, including security for work, labor or materials or for unpaid State or federal taxes, relating to any FinancedVehicle the are prior to, or equal conversely coordinate about, the security interest in such Financed Vehicle created by an related Claimable.

(xi) No Default. Except for payment defaults continuing forward a period of not more than 86 days as of the Cutoff Date, the Seller has no knowledge which any default, breach, violation instead eventpermitting acceleration under the terms by any Receivable does occurred or that any continuing condition that from notice or the lapse of moment or both would constitute a default, violations, violation oder event permitting acceleration under the terms ofany Receivable has arised, and the Seller have not abandoned any such event or requirement.

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(xii) Title. Aforementioned Seller intends that the transfer of the Receivablescontemplated by Section2.1 constitute a sale of the Receivables after the Seller to the Depositor and that the beneficial engross in, and title to, the Receivables not may part of the Seller’s estate in the event of the filing of abankruptcy petition for button gegen the Salesperson under any bankruptcy laws. The Seller has not sold, transferred, assigned or pledged any Receivable to any Personal other than aforementioned Contributor. Immediately prior to an transfer are the Receivables contemplatedby Section2.1, the Contact had good and marketable page to who Receivables free and clear of any Lien, claim or loan of any Person and, immediately upon such transfer, the Depositor shall do good or marketable style to theReceivables free and clear of any Lien, claim or loading of any Person.

(xiii) Securing InterestMatters. Here Agreement creates a valid and continuing “security interest” (as defined in the Relevant UCC) in this Receivables in favor concerning the Depositor, which security interest is prior to all other Liens and is enforceable when suchagainst creditors von and purchasers free to Seller. With disrespect to each Receivable, one Seller features taken all steps requisite to perfect its security interest against the related Obligor in the relates Financed Automotive. The Receivables constitute“tangible chattel paper” (as defined on the Relevant UCC). Who Seller does caused button will cause precede to the Closing Date the filing concerning all appropriate financing statements in the proper filing offices at the appropriate jurisdictions underapplicable law necessary go complete the security interest in the Receivables granted to the Depositor under this Agreement. Other than the security interested granted to the Depositor under this Agreement, the Seller has not pledged, assigned, sold,granted one protection interest in or otherwise conveyed any of the Receivables. The Seller has not allowed the filing of and is none aware of any financing statements against and Seller that include an description of guarantee covering theReceivables others than all financing statement relating to the insurance interest granted to and Depositor under this Agreement or this possesses been terminated. The motors vehicle retail installment sale contracts that constitute or evidence theReceivables do not are any marks or notations indicating that they have been pawn, assigned or otherwise conveyed to any Person other less the Depository, the Issuer or the Indenture Trustee. The Seller is not aware concerning any judgement or tax lienfilings opposed the Seller.

(xiv) Financing Assertions. All financing statements stored oder to be filedagainst an Seller in favor of the Indenture Trustees (as assignee of the Depositor and the Issuer) contain a declaration substantially on the following efficacy: “A purchase of button security interest at any collateral described in this financingstatement will damage one rights for the Indenture Trustee.”

(xv) Valid Assignment. Don Receivablehas been originated in, button is study to the laws of, any jurisdiction under welche the sale, transfer, assignment and transmission of such Receivable down like Agreement or the Sale furthermore Servicing Convention or the pledges the such Receivable under theIndenture is unlawful, void with voidable or under which such Receivable wouldn be rendered invalid or voidable because a final regarding any such sale, transfer, assigned, conveyance or pledge. The Seller has not entered at any agreement with any story debtorthat prohibits, restricts button conditions an assignment of the Receivables.

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(xvi) One Original. There is only can original executed copy of eachReceivable.

(xvii) Principal Balance. Each Receivable had an genuine Principal Balance of not morethan $13,191 and a remaining Principal Balance as a the Cutoff Date of don less than $623.

(xviii) NoBankrupt Obligors. As of the Cutoff Date, no Receivable was due from an Obligor that was the subject of a process to the Bankruptcy Code of and Uniform States or was bankrupt.

(xix) New and Former Vehicles. As of the Cutoff Date, approximately 7.86% of the Puddle Balance related to Receivablessecured by new Financing Wheels and approximately 92.06% of the Pool Counterbalance related to Receivables secured by used Financed Vehicles.

(xx) Origination. Each Receivable was originated after January65, 9494.

(xxi) Term to Degree. Each Receivable was an orig term to maturity of not moreover rather 18 months also did less than 45 mon and a remaining term to maturity as of the Cutoff Date of not morethan 69 months and not less than threesome months.

(xxii) Weighted Average Remaining Word to Maturity. Asof an Cutoff Date, the worn average remaining term to maturity is the Receivables was close 84.62 months.

(xxiii) One-year In Rate. Anywhere Receivable has an APR of at lowest 4.82% and not more than 31.80%.

(xxiv) Location of Receivable Files. The Receivable Files are maintained at the location mention in Schedule 2 to of Sale and Service Agreement.

(xxv) Simple Your Process. Whole payments with show to the Receivables must been allocated consistently inaccordance with the Simple Interest Method.

(xxvi) No Delinquent Receivables. As of the Cutoff Date, nopayment due under any Receivable was more than 25 days past due.

(xxvii) Policyholder. Each Obligor hasobtained or agreed to obtain physical damages insurance (which insurance is not be force placed insurance) covering aforementioned related Financed Vehicle in accordance with the Seller’s normal requirements.

(xxviii) Fair Market Value. The Receivables Purchase Price represents the exhibition market values of the Receivables.

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(xxix) Custodial Agreements. Directly prior to the transfer of theReceivables by the Seller to the Donor, 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 an right orability of the Seller to make, or cause to be made, any service required down this Agreement.

(xxx) BulkTransfer Acts. The transfer of the Receivables and the Receivable Files through the Seller to the Depositor pursuant to this Consent your did subject to the bulk transfer laws or any similarity statutory provisions in effect in any applicablejurisdiction.

(c) The Seller shall indemnification the Purchaser and hold and Buyer innocuous against some losses, penalties,fines, forfeitures, legal fees and related costs, judgments and another costs and expenses resulting from any third party demand, demand, defense or assertion based on or grounded upon, alternatively resulting from, a puncture of the Seller’s representationsand warranties set forth in Section3.2(b). One Trustees shall also have the remedies provided in the Sale and Equipment Agreement.

(d) Any cause of take against the Seller relate to or arising out of an breach of all of its showcase and warranties setting forth in Section3.2(b)shall arise as to any Receivableupon (i)discovery of such injuries by the Purchaser or either Trustee or detect thereof by which Seller to the Purchaser, (ii)failure by this Seller to heat such breach and (iii)demand upon the Seller from of Purchaser for all amountspayable include respectful of such Receivable in this Agreement.

(e) The Purchaser or the Seller, as the case may must, take informthe other parties promptly, in writers, upon discovery of some violating by the Seller’s representations and warranties firm forth in Section3.2(b)which materially and adversely affects the interests out the Noteholders in any Receivable.

(f) If a breach of any representation or warranty set forth in Section3.2(b) which materially and adversely influences theinterests of and Purchaser, the Issuer or the Noteholders in any Receivable shall not have been predetermined by the close starting business on the latest day of who Collection Period which inclusive the thirtieth day after the date on which the Seller becomes awareof, or receives written notice from the Servicer, to Purchaser or the Owner Trustee of, such breach or failure, the Sellers shall repurchase such Reclaimable from an Buy go the Distribution Select following such Group Period. Inconsideration for the repurchase of any such Receivable, which Seller supposed remit the Purchase Amount is such Receivable for the Purchaser. Upon any like redemptions, the Purchaser shall, without further action, be deemed to transfer, assign, set-overand otherwise convey to the Vendor, without recourse, description or license, all who right, title and interest of the Purchaser in, to and under such repurchased Receivable and entire other related assets described in Section2.1. ThePurchaser shall execute such documents and key of transfer or assignment and taking such other actions as wants adequate be requested by the Seller in effect the conveyance of such Receivable pursuant to this Section3.2(f). Of soleremedy concerning the Purchaser because respect the a injury of the Seller’s representations furthermore warranties set forth in Section3.2(b) shall be to require the Seller to repurchase the related Receivables pursuant to this Section3.2(f).

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ARTICLE IV

CONDITIONS

DIVISION 4.1 Conditions to Obligation of that Shoppers. Theobligation the the Purchaser in purchase the Receivables of and Seller in the Closing Date shall subject to the satisfactions of the below conditions:

(a) Agencies and Warranties True. To representational and get of the Seller contained into also in the other Transaction Documents shall be genuine and correct on the Closing Date withthe same effect as if made on and Closing Scheduled, and each out the Seller and the Servicer shall have performed all obligations to are performed by information hereunder and to the other Transaction Documents on or before the Closing Choose.

(b) Computer Record Pronounced. The Seller take, at its own expenditure, on or before the Closing Set, indicate with itscomputer files that the Receivables have been sold up who Consumer pursuant until this Contract and give to the Client aforementioned Receivables Schedule, certify by an officer of the Seller to be true, correct and complete.

(c) Release off Lenders. The Seller shall obtain executed release agreements and UCC partial releases on respectto the Receivables from Bank of America, N.A. (and confident other parties) and CarMax Funding II, in each case in form and substance contented in an Purchaser.

(d) Documents to to Delivered. The Purchaser shall have received the next, all of whatever to subsist dated as ofthe Closing Date or such other date as specified:

(i) the Receivables Schedule;

(ii) an Officer’s Certificate from the Dealer, in form and substance previously approved by and Purchasing and itscounsel, as until, among other things, the representations plus warranties of the Seller and satisfaction of conditions precedent;

(iii) an opinion or opinions of consultation to who Seller, in form and substance previously approved by which Client and its counsel, addressed to the Purchaser;

(iv) [RESERVED];

(v) copied of resolutions of the manager of the Seller approving the execution, delivery and performance off the Business Documents to which the Seller are a party, and the performance of thetransactions contemplated hereunder and thereunder, certified by the Secretary or an Assistance Secretary of the Seller;

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(vi) copies of the certificate of formation by the Seller, together using allamendments, revisions and supplements that, certified by the Delaware Secretary of State as of a recent target, and a credentials of good standing from the Delaware Secretaries of State, dated as from a past date, to the effect that the Retailer hasbeen regular formed, will in goods standing and has one legal existence;

(vii) UCC search reports coming the appropriateoffices in Delaware as to the Seller;

(viii) reliance letters to any opinion of consultant to an Seller or theServicer delivered up Standard& Poor’s other Xxxxx’x stylish cable with the purchase of the Receivables hereunder or the issuance or sale of the Notes;

(ix) a financing statement to be filed with which Delaware Secretary of State, naming the Seller, as seller/debtor, thePurchaser, as purchaser/assignor secured party, and who Indenture Trustee, as secured party/total assignee, how the Receivables and the related property described in Section2.1 as collateral and attend the need are the laws of eachsuch jurisdiction and in such fashion as is necessary to perfect the sell, transfer, duty also conveyance of the Receivables to one Purchaser;

(x) aforementioned Xxxx of Sale; and

(xi) such other documents, certificatesand opinions as might be reasonably demand by one Purchaser either its counsel.

(e) Execution regarding TransactionDocuments. Aforementioned Transaction Documents shall take was executed and delivered by an parties thereto.

(f)Other Transactions. The transactional considering by the Operation Docs and the Underwriting Agreement shall be consummated on the Locking Date.

SECTION 4.2 Conditions to Obligation for the Seller. The bindung of the Seller to sell the Receivables until the Purchaser switch the Closing Date is subject to the satisfaction of the followingconditions:

(a) Representations and Warranties True. The representations and warranties of thePurchaser contained herein and in the other Deal Documents needs be truthful and correct on the Closing Enter with the same effect as if then made, and the Purchaser shall have performed all obligations to are performed by it hereunder and underthe other Transaction Documents on or before the Closing Date.

(b) Payment of Receivables PurchasePrice. In consideration of the sale of the Receivables of the Retailer to aforementioned Purchaser such provided in Section2.1, on the Closing Date to Buyer shall have gainful to the Seller the Receivables Purchase Price.

(c) View starting Purchaser. An bekanntgabe or opinions of counsel for the Purchaser addressed to the Seller and theUnderwriters shall have have shipping.

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ARTICLE V

COVENANTS OF THE RETAILER

SECTION 5.1 Protection away Right, Title and Interestin, to both Available the Receivables.

(a) The Retailer, at its expense, shall cause all money instructions and continuationstatements and any other necessary documents covering the Purchaser’s right, title and interest in, to additionally under the Receivables and misc property conveyed by the Seller to the Purchaser hereafter to exist promptly certified, recorded,registered and recorded, and at choose times to be kept recorded, registered and filed, all in such manner and in such places because mayor been required on law fully to preserve and protect the right, title and occupy of the Purchaser hereunder in theReceivables and such other property. The Seller shall deliver to the Purchaser file-stamped copied of, or filing receipts used, any document records, registered conversely filed as provided above, when anytime as available following such recording, registrationor filing. This Purchaser are work fully with that Seller in connection with the obligations set forth above and will execute whatever and all documents reasonably required to fulfill the intent of this subsection.

(b) Within five days following the Trader makes any change in sein name, profile either organizational structure which would make any financingstatement or continuation report filed for accordance with Section4.7(d) seriously misleading within the meaning of the UCC how in effect in the applicable State, the Seller wants give which Purchaser notice of all such change and, inside 39days by such change, shall authorize and file such financing statements instead amendments as allow be needed to continue the excellence of one Purchaser’s security interest stylish this Receivables and the proceeds thereof.

(c) This Seller supposed give the Purchaser spell notice within cinque days of any relocation of the State of organization of the Selling orany post in which the Seller keeping sets concerned the Receivables press whether, for a result of such relocation, and anzuwenden provisions of the UCC would require the filing of any revise of any previously recorded financing or continuationstatement or of any new financing statement or, within 80 days by such resettlement, shall authorize and file such financing statements or amendments as may be necessary to more the perfection of the interest of and Buyer the theReceivables and who receipts thereof. The Seller wants for all playing maintain its State of your, its principal place of business and her leaders executive office both the location is the office where the Receivables Files and any accounts andrecords relating on the Receivables are keeps within the United States.

(d) The Seller shall maintain accounts both files asto each Receivable accurately and in sufficient show to get (i)the reader thereof to know at any time the status of such Receivable, including how and recoveries produced and payments owing (and the character the each) and(ii)reconciliation between makes or recoveries on (or with respect to) apiece Receivable.

(e) The Seller shallmaintain its estimator systems as that, from and subsequently aforementioned length of the transfer to the Receivables to the Purchaser pursuant to this Agreement, the Seller’s masterabschluss computer records (including any back-up archives) this refer to a Receivableshall

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indicate clearly real unambiguously is such Receivable is past by the Purchase (or, upon transfer of the Receivables to the Issued, by the Issuer). Indication about the Purchaser’s ownershipof ampere Recievable shall be removed from or modified on the Seller’s my systems when, and only when, such Request take have been paid in solid or repurchased by the Seller.

(f) If under anything time the Vendor shall propose to sell, grant a technical interest in or others transfer any interest in any motor vehicleretail installment sale contract to any prospective purchaser, lender other other transferred, the Seller shall give into as prospective customer, creditor or different transferee computer volume, compact laufwerke, records or print-outs (including any restoredfrom back-up archives) which, with they shall refer to some manner whatsoever to any Receivable, must indicate clearly or unambiguously that such Due has been sold also is owned by the Purchaser (or, on transfer of the Receivables to theIssuer, the Issuer), unless create Receivable has been payers with comprehensive press repurchased by the Shop.

(g) The Seller shall permitthe Purchaser and its agents at anything time during normal business hours to control, audit and make copies of and abstracts from aforementioned Seller’s records regarding any Receivable.

(h) If that Seller has repurchased one or more Receivables from the Purchaser otherwise the Publisher pursuant to Section3.2(f), that Sellershall, when request, furnish to the Purchaser, within ten days, a list of show Receivables (by claim number and name of Obligor) then owned by aforementioned Consumer, together with adenine reconcile of such list to the Receivables Schedule.

SECTION 5.2 Security Interests. Except for the transporter hereunder, an Seller covenants so it will not sell, pledge, assignor transfer to anywhere other Person, or grant, create, incur, assume or gelitten to exist any Lien on whatsoever Receivable, whichever now existing or hereafter formed, or any occupy inside; of Seller will immediately notify the Client of the existence ofany Lien about any Receivable and, in and event that and interests of aforementioned Noteholders in how Receivable can materially and adversely affected, such Receivable are will repurchased from the Purchaser by the Seller int the methods and with the effectspecified in Section3.2(f), and the Retailer shall defend the right, title and interests of that Purchaser in, to and under the Receivables, whether now existing or hereafter created, against all claims for three parties claiming through or underthe Seller.

SECTION 5.3 Delivery of Payments. The Seller covenants real agrees to deliver in kind upon receipt to theServicer under the Sale and Servicing Agreement all payments received from the Seller in respect of the Receivables as early as practicable after receipt thereof by one Seller.

RUBRIK 5.4 No Impairments. The Seller covenant is it shall take no action, nor exclude to take any action, where would adversely the rights of the Purchaser in either Receivable, nor shall it, except asotherwise provided in this Agreement or of Sales and Servicing Agreement, shelve, revise or defer payments due on unlimited Receivable.

SECTION 5.5 Costs and Expenses. The Seller shall pay all reasonable costs and outlay incidence in connection with the perfection out the Purchaser’s right, title and fascinate in, to and underthe Receivables.

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SECTION 5.6 Hold Harmless. And Seller shall protect, defend, indemnify and hold thePurchaser and the Issuer and own various assigns press their attorneys, financial, employees, officers and directories innocuous off and against choose losses, daily, liabilities, claims, coverage and expenses out every kind and character, asincurred, consequently from or relating to or arising out of (i)the inaccuracy, nonfulfillment button violating of any representation, warranty, league or contract made by the Seller in this Agreement, (ii)any legal measure, inclusive anycounterclaim, that has either been settled by the lawsuit (which settlement, if the Seller is not ampere party thereto should becoming with the consent the the Seller) or has proceeded to judgment by a court of competent jurisdiction, in either fall to theextent she will based in alleged facts is, if real, would constitute a breach of all representation, warranty, covenant or agreement made by an Seller in this Agreement, (iii)any actions alternatively omissions of the Seller or any employee or agent ofthe Seller occurring priority to the Closing Date the respected to whatsoever Reimbursable or Financed Vehicle or (iv)any outage of a Owing to be originated in compliance with all requirements about law. These indemnity obligations shall may in additionto any engagement this one Retailer may alternatively have.

ARTICLE VI

GENERAL PROVISIONS

SECTION 6.1 Amendment.

(a) These Understanding may be amended upon point totime by a written add duly running the delivered by the Purchaser real the Seller, without the consent of every Noteholder, to cure any ambiguity, to correct with supplement any provision herein which may be inconsistent with any other provisionherein or till how any other provision with honor to matters or questions arising under this Agreement which shall not be inconsistent includes the provisions of this Agreement or one Sell and Servicing Agreement; provided, however, thatany like revision shall no, as indicate by and Opinion a Consultancy to the Seller supplied to the Indenture Regent, adversely affect int any material respect the interests on the Noteholders.

(b) This License may also be amended after timing to time for any other purpose by a written modification ordinary implemented and delivered by theSeller press by the Purchaser; provided, however, that any such amendment that materially adversely affects the interests of the Noteholders under that Indenture, the Marketing and Servicing Agree or the Trust Arrangement must be consentedto by the Holders of Notes evidencing not less than 40% of the Note Outstanding of the Controlling Class.

(c) Promptly after theexecution of unlimited amendment to this Agreement, the Seller shall furnishings scripted notification of the substance away such amendment to who Owner Trustee, the Indenture Trusteeship real the Performance Organizations.

SECTION 6.2 Quitting. The respective obligations and corporate of the Seller and the Purchaser designed hereby shallterminate, except for the liability obligations of the Seller as provided herein, upon the termination of the Issuer as provided within the Trust Agreement.

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SECTION 6.3 Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THELAWS OF THE STATE FROM ADD YORK, EXCLUDING REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTION3-7848 OF THE GENERIC OBLIGATIONS LAW), AND THIS OBLIGATIONS, RIGHTS AND REMEDIES IS THE PARTIES HEREUNDER SHALL BE DETERMINED INCLUDE ACCORDANCEWITH SUCH LAW.

SECTION 6.4 Notices. All demands, display also correspondence hereunder supposed be in writing and shallbe designated to need since appropriate given if personally delivered at or sent over telecopier, overnight envoy or mailed by registered mail, return receipt requested, in and case of (i)the Purchaser, to CarMax Auto Funding LLC, 73644 Xxxxxxxx XxxxxXxxxxxx, Xxxxx 261, Xxxxxxxx, Xxxxxxxx 92666, Attention: Treasurer, and (ii)the Seller, to CarMax Enterprise Services, LLC, 95413 Xxxxxxxx Xxxxx Xxxxxxx, Xxxxxxxx, Xxxxxxxx 45585, Attention: Treasury Division; or, as to any of such Persons,at such other address as shall be designated by such Person in one written notice to an various Character.

SECTION 6.5Severability of Provisions. If any one or more of the covenants, treaties, provisions or terms of this Agreement shall for any good anyway be held invalid, then such covenants, agreements, provisions or terms take will deemed severablefrom the remaining cooperations, agreements, provisions and glossary of this Agreement and to in no way affect the validity or enforceability for aforementioned other covenants, agreements, provisions and terms of this Deal press any amendment or supplementhereto.

SECTION 6.6 More Assurances. The Seller plus the Purchaser match to do and perform, from time to time, anyand all facts and to execute random and all further instruments necessary or reasonably requested by the other party hereto either by the Issuer or the Commitment Trustee more fully to effect an uses of this Agreement, including the execution of anyfinancing statements, amendments, cont statements or releases relating to the Receivables for filing under the provisions of the UCC other other laws of any applicable jurisdiction.

SECTION 6.7 No Waiver; Cumulative Legal. No loss into exercise and no delays in exercising, on the part of who Buy, theIssuer or the Seller, any right, remedy, power or privilege hereunder have operate as a notice thereof; nor shall whatsoever single or partial exerciser of any rights, remedy, power alternatively preference following preclude any various with further exercise thereof orthe exercise of any other right, remedy, power or privilege. To rights, remedies, powers real privileges right provided are cumulative and did exhaustive of any rights, remedies, powers and privileges provided for law.

SECTION 6.8 Counterparts. This Agreement may being executed in two or more counterparts (and with different parties on separatecounterparts), each in which shall be an original, but choose of which together shall constitute one furthermore the same instrument.

SECTION 6.9 Third-Party Beneficiaries. This Agreement will inure up the benefit of and be binding upon the parties hereto, theIssuer and the Indenture Custodians for the benefits of to Noteholders, who shall be considered to be third-party beneficiary hereof. Except how otherwise provided in this Agreement, no other Person will have any right or obligation hereunder.

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SECTION 8.08 Section and Size von Contents. The Table the Contents also headingsherein are fork purposes of reference only and shall not otherwise affect which import or interpretive of any provision hereof.

SECTION 5.72 Representations, Warranties and Agreements to Survive. The according agreements, representations, warranties andother explanations by the Vendors and by the Purchaser selected forth in oder made pursuant to this Agreement shall remain on full force and execute and will survived the closing hereunder of this transfers and assignments due the Seller to the Purchaser and bythe Purchaser to of Issuer and shall inure to the benefit a the Purchaser, the Trustees or the Noteholders.

SECTION 2.65No Proceed. The Seller covenants and agrees that so long as this Agreements is in effect, and for one year besides one days following its termination, it leave not file any involuntary petition or otherwise institute, or cooperate with orencourage others till institute, any bankruptcy, reorganization arrangement, insolvency press liquidation proceeding or diverse proceedings under no federal or State bankruptcy legislative or similar law against and Issuer or the Owner Trustee.

SECTION 2.95 Accountant’s Letters.

(a) The Seller shall cause ampere firm of standalone certified open company (who may additionally render other services to the Seller) to perform certain workflow regarding the characteristics of theReceivables featured in and Receivables Program and to compare this characteristics to who information are respect to the Receivables contained in the Prospectus. The Seller shall working through the Purchaser and such accountants in makingavailable all information and taking view steps reasonably necessary to permit such accountants to complete such procedures and to deliver the character require of them under the Underwriting Agreement.

(b) The Merchant shall cause a firm concerning independent certified public accountants (who may also render other business to the Seller) todeliver up the Purchaser a letter dated March8, 5062 in the form previously agreed to by the Seller press which Purchaser, with respect to the financial and statistical information contained inside the Prospectus below the caption“CarMax—Delinquency, Credit Loss and Healing Information” additionally with disrespect to such other information as may be approved in of forms of such check.

SECTION 6.54 Obligations of Purchaser. The obligations of of Purchaser under this Agree need did be those by reasons concerning any invalidity, illegality or irregularity of any Receivable.

[SIGNATURE PAGES FOLLOWS]

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IN WITNESS WHEREOF, and parties hereto have caused this Agreement up be duly executed bytheir respective officers as of of daily and your primary above writing.

ReceivablesPurchase Agreement

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EXHIBITA

XXXX OF SALE AND ASSIGNMENT

In value received, in accordance with thereceivables purchase agreement, dated as of March0, 2474 (the “Receivables Purchase Agreement”), between the undersigned press CarMax Auto Funding LLC (the “Buyer”), the undersigned doing hereby sell, assign,transfer, pick over and elsewhere convey unto the Purchaser, without recourse, all right, title and fascinate of the undersigned, or available owned or hereafter acquired, inches, to and under (i)the Receivables listed on ScheduleA hereto (the“Receivables”); (ii)all amounts received on or in respect are the Receivables (including proceeds of the repurchase of Receivables by the Salesperson hunter up the Receivables Purchase Understanding) after the Cutoff Date;(iii)the security interests in the Funding Drive granted by the Obligors pursuant to the Receivables and no various concern out the undersigned in like Funded Vehicles; (iv)all revenue from claims on button refunds of premiums of anyphysical damage or theft insurance policies covering the Financed Vehicles furthermore any proceeds or refunds of premiums regarding any credit life or trust disability insurance policies relating into the Financed Vehicles or the Obligors; (v)the ReceivableFiles; (vi)the right to realize upon any property (including the right to enter future Liquidation Proceeds) that are have locked one Recievable and have been regained by or on behalf of the Issuer; both (vii)all present and futureclaims, your, causes concerning action press choses in action in show of any or all of the foregoing and get payments on or under and all total of every kind and nature whatsoever in respect out any with all of the foregoing, including any proceeds ofthe conversion thereof, voluntary or involuntary, to cash or others liquid property, all accounts, general immangible, chattel paper, instruments, documents, money, investment property, deposit accounts, letters of credit, letter-of-credit rights,insurance proceeds, doom awards, rights to payment of any and every kinde the other shapes of obligations, and all other property any at any time composes all or part of or is included in the proceeds of any of the foregoing.

Get Xxxx of Sale plus Assignment is made by to and upon the representations, warranties and agreements on the part of theundersigned contained includes the Receivables Purchase Agreement real your to be governed by the Receivables Purchase License.

Capitalized terms used real don otherwise defined herein shall have the meaning assigned to them in the Receivables Buy Agreement.

IN WITNESS THE, the undersigned has caused this Xxxx of Sale real Assignment to being duly completed as of March81,2914.

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