Common use of Covenants of the Seller Clause in Contracts

Covenants of the Seller. SECTION 5.1 Protection of Right, Title and Interest in, to and Under the Receivables 12 SECTION 5.2 Security Interests 13 SECTION 5.3 Delivery of Payments 14 SECTION 5.4 No Impairment 14 SECTION 5.5 Costs and Expenses 14 SECTION 5.6 Hold Harmless 14 SECTION 5.7 Asset Representations Review 14 SECTION 5.8 Credit Risk Retention 14 Page ARTICLE VI MISCELLANEOUS PROVISIONS SECTION 6.1 Amendment 15 SECTION 6.2 Termination 15 SECTION 6.3 Governing Law 16 SECTION 6.4 Notices 16 SECTION 6.5 Severability of Provisions 16 SECTION 6.6 Further Assurances 16 SECTION 6.7 No Waiver; Cumulative Remedies 16 SECTION 6.8 Counterparts and Electronic Signature 16 SECTION 6.9 Third-Party Beneficiaries 17 SECTION 6.10 Headings and Table of Contents 17 SECTION 6.11 Representations, Warranties and Agreements to Survive 17 SECTION 6.12 No Proceedings 17 SECTION 6.13 Obligations of Purchaser 17 SECTION 6.14 Legal Fees Associated with Indemnification 17 Schedule A Receivable Schedule EXHIBITS Exhibit A Xxxx of Sale and Assignment RECEIVABLES PURCHASE AGREEMENT This Receivables Purchase Agreement, dated as of July 1, 2022, is between CarMax Business Services, LLC, a Delaware limited liability company (“CarMax”), as seller (the “Seller”), and CarMax Auto Funding LLC, a Delaware limited liability company (“CarMax Funding”), as purchaser (the “Purchaser”).

Covenants of the Seller. SECTION 5.1 Protection of Right, Title and Interest in, to and Under the Receivables 12 SECTION 5.2 Security Interests 13 SECTION 5.3 Delivery of Payments 14 13 SECTION 5.4 No Impairment 14 SECTION 5.5 Costs and Expenses 14 SECTION 5.6 Hold Harmless 14 SECTION 5.7 Asset Representations Review 14 SECTION 5.8 Credit Risk Retention 14 Page ARTICLE VI MISCELLANEOUS PROVISIONS SECTION 6.1 Amendment 15 14 SECTION 6.2 Termination 15 SECTION 6.3 Governing Law 16 15 SECTION 6.4 Notices 16 15 SECTION 6.5 Severability of Provisions 16 SECTION 6.6 Further Assurances 16 SECTION 6.7 No Waiver; Cumulative Remedies 16 SECTION 6.8 Counterparts and Electronic Signature 16 SECTION 6.9 Third-Party Beneficiaries 17 16 SECTION 6.10 Headings and Table of Contents 17 16 SECTION 6.11 Representations, Warranties and Agreements to Survive 17 16 SECTION 6.12 No Proceedings 17 SECTION 6.13 Obligations of Purchaser 17 SECTION 6.14 Legal Fees Associated with Indemnification 17 Schedule A Receivable Schedule EXHIBITS Exhibit A Xxxx of Sale and Assignment RECEIVABLES PURCHASE AGREEMENT This Receivables Purchase Agreement, dated as of July April 1, 20222016, is between CarMax Business Services, LLC, a Delaware limited liability company (“CarMax”), as seller (the “Seller”), and CarMax Auto Funding LLC, a Delaware limited liability company (“CarMax Funding”), as purchaser (the “Purchaser”).

Covenants of the Seller. SECTION 5.1 Protection of Right, Title and Interest in, to and Under the Receivables 12 SECTION 5.2 Security Interests 13 SECTION 5.3 Delivery of Payments 14 13 SECTION 5.4 No Impairment 14 SECTION 5.5 Costs and Expenses 14 SECTION 5.6 Hold Harmless 14 SECTION 5.7 Asset Representations Review 14 SECTION 5.8 Credit Risk Retention 14 Page ARTICLE VI MISCELLANEOUS PROVISIONS SECTION 6.1 Amendment 15 14 SECTION 6.2 Termination 15 SECTION 6.3 Governing Law 16 15 SECTION 6.4 Notices 16 SECTION 6.5 Severability of Provisions 16 SECTION 6.6 Further Assurances 16 SECTION 6.7 No Waiver; Cumulative Remedies 16 SECTION 6.8 Counterparts and Electronic Signature 16 SECTION 6.9 Third-Party Beneficiaries 17 16 SECTION 6.10 Headings and Table of Contents 17 SECTION 6.11 Representations, Warranties and Agreements to Survive 17 SECTION 6.12 No Proceedings 17 SECTION 6.13 Obligations of Purchaser 17 SECTION 6.14 Legal Fees Associated with Indemnification 17 SCHEDULES Schedule A Receivable Schedule EXHIBITS Exhibit A Xxxx of Sale and Assignment RECEIVABLES PURCHASE AGREEMENT This Receivables Purchase Agreement, dated as of July 1, 20222019, is between CarMax Business Services, LLC, a Delaware limited liability company (“CarMax”), as seller (the “Seller”), and CarMax Auto Funding LLC, a Delaware limited liability company (“CarMax Funding”), as purchaser (the “Purchaser”).

Covenants of the Seller. SECTION 5.1 Protection of Right, Title and Interest in, to and Under the Receivables 12 SECTION 5.2 Security Interests 13 SECTION 5.3 Delivery of Payments 14 13 SECTION 5.4 No Impairment 14 SECTION 5.5 Costs and Expenses 14 SECTION 5.6 Hold Harmless 14 SECTION 5.7 Asset Representations Review 14 SECTION 5.8 Credit Risk Retention 14 Page ARTICLE VI MISCELLANEOUS PROVISIONS SECTION 6.1 Amendment 15 14 SECTION 6.2 Termination 15 SECTION 6.3 Governing Law 16 15 SECTION 6.4 Notices 16 SECTION 6.5 Severability of Provisions 16 SECTION 6.6 Further Assurances 16 SECTION 6.7 No Waiver; Cumulative Remedies 16 SECTION 6.8 Counterparts and Electronic Signature 16 SECTION 6.9 Third-Party Beneficiaries 17 16 SECTION 6.10 Headings and Table of Contents 17 SECTION 6.11 Representations, Warranties and Agreements to Survive 17 SECTION 6.12 No Proceedings 17 SECTION 6.13 Obligations of Purchaser 17 SECTION 6.14 Legal Fees Associated with Indemnification 17 SCHEDULES Schedule A Receivable Schedule EXHIBITS Exhibit A Xxxx of Sale and Assignment RECEIVABLES PURCHASE AGREEMENT This Receivables Purchase Agreement, dated as of July 1, 20222017, is between CarMax Business Services, LLC, a Delaware limited liability company (“CarMax”), as seller (the “Seller”), and CarMax Auto Funding LLC, a Delaware limited liability company (“CarMax Funding”), as purchaser (the “Purchaser”).

Covenants of the Seller. SECTION 5.1 Protection of Right, Title and Interest in, to and Under the Receivables 12 SECTION 5.2 Security Interests 13 SECTION 5.3 Delivery of Payments 14 13 SECTION 5.4 No Impairment 14 SECTION 5.5 Costs and Expenses 14 SECTION 5.6 Hold Harmless 14 SECTION 5.7 Asset Representations Review 14 SECTION 5.8 Credit Risk Retention 14 Page ARTICLE VI MISCELLANEOUS PROVISIONS SECTION 6.1 Amendment 15 14 SECTION 6.2 Termination 15 SECTION 6.3 Governing Law 16 15 SECTION 6.4 Notices 16 SECTION 6.5 Severability of Provisions 16 SECTION 6.6 Further Assurances 16 SECTION 6.7 No Waiver; Cumulative Remedies 16 SECTION 6.8 Counterparts and Electronic Signature 16 SECTION 6.9 Third-Party Beneficiaries 17 16 SECTION 6.10 Headings and Table of Contents 17 SECTION 6.11 Representations, Warranties and Agreements to Survive 17 SECTION 6.12 No Proceedings 17 SECTION 6.13 Obligations of Purchaser 17 SECTION 6.14 Legal Fees Associated with Indemnification 17 SCHEDULES Schedule A Receivable Schedule EXHIBITS Exhibit A Xxxx of Sale and Assignment RECEIVABLES PURCHASE AGREEMENT This Receivables Purchase Agreement, dated as of July 1, 20222018, is between CarMax Business Services, LLC, a Delaware limited liability company (“CarMax”), as seller (the “Seller”), and CarMax Auto Funding LLC, a Delaware limited liability company (“CarMax Funding”), as purchaser (the “Purchaser”).

Covenants of the Seller. SECTION 5.1 Protection of Right, Title and Interest in, to and Under the Receivables 12 SECTION 5.2 Security Interests 13 SECTION 5.3 Delivery of Payments 14 13 SECTION 5.4 No Impairment 14 13 SECTION 5.5 Costs and Expenses 14 13 SECTION 5.6 Hold Harmless 14 13 SECTION 5.7 Asset Representations Review 14 SECTION 5.8 Credit Risk Retention 14 Page ARTICLE VI MISCELLANEOUS PROVISIONS SECTION 6.1 Amendment 15 14 SECTION 6.2 Termination 15 SECTION 6.3 Governing Law 16 15 SECTION 6.4 Notices 16 15 SECTION 6.5 Severability of Provisions 16 SECTION 6.6 Further Assurances 16 SECTION 6.7 No Waiver; Cumulative Remedies 16 SECTION 6.8 Counterparts and Electronic Signature 16 SECTION 6.9 Third-Party Beneficiaries 17 16 SECTION 6.10 Headings and Table of Contents 17 16 SECTION 6.11 Representations, Warranties and Agreements to Survive 17 16 SECTION 6.12 No Proceedings 17 SECTION 6.13 Obligations of Purchaser 17 SECTION 6.14 Legal Fees Associated with Indemnification 17 SCHEDULES Schedule A Receivable Schedule EXHIBITS Exhibit A Xxxx of Sale and Assignment RECEIVABLES PURCHASE AGREEMENT This Receivables Purchase Agreement, dated as of July January 1, 20222019, is between CarMax Business Services, LLC, a Delaware limited liability company (“CarMax”), as seller (the “Seller”), and CarMax Auto Funding LLC, a Delaware limited liability company (“CarMax Funding”), as purchaser (the “Purchaser”).

Covenants of the Seller. SECTION 5.1 Protection of Right, Title and Interest in, to and Under the Receivables 12 SECTION 5.2 Security Interests 13 SECTION 5.3 Delivery of Payments 14 13 SECTION 5.4 No Impairment 14 SECTION 5.5 Costs and Expenses 14 SECTION 5.6 Hold Harmless 14 SECTION 5.7 Asset Representations Review 14 SECTION 5.8 Credit Risk Retention 14 Page ARTICLE VI MISCELLANEOUS PROVISIONS Page SECTION 6.1 Amendment 15 SECTION 6.2 Termination 15 SECTION 6.3 Governing Law 16 15 SECTION 6.4 Notices 16 SECTION 6.5 Severability of Provisions 16 SECTION 6.6 Further Assurances 16 SECTION 6.7 No Waiver; Cumulative Remedies 16 SECTION 6.8 Counterparts and Electronic Signature 16 SECTION 6.9 Third-Party Beneficiaries 17 16 SECTION 6.10 Headings and Table of Contents 17 SECTION 6.11 Representations, Warranties and Agreements to Survive 17 SECTION 6.12 No Proceedings 17 SECTION 6.13 Obligations of Purchaser 17 SECTION 6.14 Legal Fees Associated with Indemnification 17 SCHEDULES Schedule A Receivable Schedule EXHIBITS Exhibit A Xxxx of Sale and Assignment RECEIVABLES PURCHASE AGREEMENT This Receivables Purchase Agreement, dated as of July October 1, 20222019, is between CarMax Business Services, LLC, a Delaware limited liability company (“CarMax”), as seller (the “Seller”), and CarMax Auto Funding LLC, a Delaware limited liability company (“CarMax Funding”), as purchaser (the “Purchaser”).

Covenants of the Seller. SECTION 5.1 Protection of Right, Title and Interest in, to and Under the Receivables 12 SECTION 5.2 Security Interests 13 SECTION 5.3 Delivery of Payments 14 13 SECTION 5.4 No Impairment 14 13 SECTION 5.5 Costs and Expenses 14 SECTION 5.6 Hold Harmless 14 SECTION 5.7 Asset Representations Review 14 SECTION 5.8 Credit Risk Retention 14 Page ARTICLE VI MISCELLANEOUS PROVISIONS SECTION 6.1 Amendment 15 14 SECTION 6.2 Termination 15 SECTION 6.3 Governing Law 16 15 SECTION 6.4 Notices 16 15 SECTION 6.5 Severability of Provisions 16 SECTION 6.6 Further Assurances 16 SECTION 6.7 No Waiver; Cumulative Remedies 16 SECTION 6.8 Counterparts and Electronic Signature 16 SECTION 6.9 Third-Party Beneficiaries 17 16 SECTION 6.10 Headings and Table of Contents 17 16 SECTION 6.11 Representations, Warranties and Agreements to Survive 17 16 SECTION 6.12 No Proceedings 17 SECTION 6.13 Obligations of Purchaser 17 SECTION 6.14 Legal Fees Associated with Indemnification 17 SCHEDULES Schedule A Receivable Schedule EXHIBITS Exhibit A Xxxx of Sale and Assignment RECEIVABLES PURCHASE AGREEMENT This Receivables Purchase Agreement, dated as of July February 1, 20222016, is between CarMax Business Services, LLC, a Delaware limited liability company (“CarMax”), as seller (the “Seller”), and CarMax Auto Funding LLC, a Delaware limited liability company (“CarMax Funding”), as purchaser (the “Purchaser”).

Covenants of the Seller. SECTION 5.1 Protection of Right, Title and Interest in, to and Under the Receivables 12 SECTION 5.2 Security Interests 13 SECTION 5.3 Delivery of Payments 14 13 SECTION 5.4 No Impairment 14 SECTION 5.5 Costs and Expenses 14 SECTION 5.6 Hold Harmless 14 SECTION 5.7 Asset Representations Review 14 SECTION 5.8 Credit Risk Retention 14 Page ARTICLE VI MISCELLANEOUS PROVISIONS SECTION 6.1 Amendment 15 14 SECTION 6.2 Termination 15 SECTION 6.3 Governing Law 16 15 SECTION 6.4 Notices 16 15 SECTION 6.5 Severability of Provisions 16 SECTION 6.6 Further Assurances 16 SECTION 6.7 No Waiver; Cumulative Remedies 16 SECTION 6.8 Counterparts and Electronic Signature 16 SECTION 6.9 Third-Party Beneficiaries 17 16 SECTION 6.10 Headings and Table of Contents 17 16 SECTION 6.11 Representations, Warranties and Agreements to Survive 17 16 SECTION 6.12 No Proceedings 17 SECTION 6.13 Obligations of Purchaser 17 SECTION 6.14 Legal Fees Associated with Indemnification 17 Schedule A Receivable Schedule EXHIBITS Exhibit A Xxxx of Sale and Assignment RECEIVABLES PURCHASE AGREEMENT This Receivables Purchase Agreement, dated as of July 1, 20222016, is between CarMax Business Services, LLC, a Delaware limited liability company (“CarMax”), as seller (the “Seller”), and CarMax Auto Funding LLC, a Delaware limited liability company (“CarMax Funding”), as purchaser (the “Purchaser”).

Covenants of the Seller. SECTION 5.1 Section 5.01. Protection of Right, Title and Interest in, to and Under the Receivables 12 SECTION 5.2 Receivables. 11 Section 5.02. Security Interests 13 SECTION 5.3 12 Section 5.03. Delivery of Payments 14 SECTION 5.4 12 Section 5.04. No Impairment 14 SECTION 5.5 12 Section 5.05. Costs and Expenses 14 SECTION 5.6 13 Section 5.06. Sale 13 Section 5.07. Hold Harmless 14 SECTION 5.7 Asset Representations Review 14 SECTION 5.8 Credit Risk Retention 14 13 Page ARTICLE VI SIX MISCELLANEOUS PROVISIONS SECTION 6.1 Section 6.01. Amendment 14 Section 6.02. Termination 14 Section 6.03. GOVERNING LAW 14 Section 6.04. WAIVER OF JURY TRIAL 14 Section 6.05. Notices 15 SECTION 6.2 Termination Section 6.06. Severability 15 SECTION 6.3 Governing Law 16 SECTION 6.4 Notices 16 SECTION 6.5 Severability of Provisions 16 SECTION 6.6 Section 6.07. Further Assurances 15 Section 6.08. Waivers 15 Section 6.09. Counterparts 15 Section 6.10. Successors and Assigns 16 SECTION 6.7 No Waiver; Cumulative Remedies 16 SECTION 6.8 Counterparts and Electronic Signature 16 SECTION 6.9 Third-Party Beneficiaries 17 SECTION 6.10 Headings and Section 6.11. Table of Contents 17 SECTION 6.11 and Headings 16 Section 6.12. Representations, Warranties and Agreements to Survive 17 SECTION 6.12 16 Section 6.13. No Proceedings 17 SECTION 6.13 Obligations of Purchaser 17 SECTION 6.14 Legal Fees Associated with Indemnification 17 Petition 16 Schedule A – Schedule of Receivables SA-1 Schedule B – Location of Receivable Schedule Files SB-1 EXHIBITS Exhibit A Xxxx – Representations and Warranties as to the Receivables A-1 Exhibit B – Form of Sale and First-Tier Assignment B-1 This RECEIVABLES PURCHASE AGREEMENT This Receivables Purchase AgreementAGREEMENT, dated as of July September 1, 20222016 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is between CarMax Business Services, MERCEDES-BENZ FINANCIAL SERVICES USA LLC, a Delaware limited liability company (“CarMaxMBFS USA”), as seller (the “Seller”), and CarMax Auto Funding DAIMLER RETAIL RECEIVABLES LLC, a Delaware limited liability company (“CarMax FundingDaimler Retail Receivables”), as purchaser (the “Purchaser”).

Covenants of the Seller. SECTION 5.1 Protection of Right, Title and Interest in, to and Under the Receivables 12 SECTION 5.2 Security Interests 13 SECTION 5.3 Delivery of Payments 14 13 SECTION 5.4 No Impairment 14 SECTION 5.5 Costs and Expenses 14 SECTION 5.6 Hold Harmless 14 SECTION 5.7 Asset Representations Review 14 SECTION 5.8 Credit Risk Retention 14 Page ARTICLE VI MISCELLANEOUS PROVISIONS SECTION 6.1 Amendment 15 SECTION 6.2 Termination 15 SECTION 6.3 Governing Law 16 15 SECTION 6.4 Notices 16 SECTION 6.5 Severability of Provisions 16 SECTION 6.6 Further Assurances 16 SECTION 6.7 No Waiver; Cumulative Remedies 16 SECTION 6.8 Counterparts and Electronic Signature 16 SECTION 6.9 Third-Party Beneficiaries 17 16 SECTION 6.10 Headings and Table of Contents 17 SECTION 6.11 Representations, Warranties and Agreements to Survive 17 SECTION 6.12 No Proceedings 17 SECTION 6.13 Obligations of Purchaser 17 SECTION 6.14 Legal Fees Associated with Indemnification 17 Schedule A Receivable Schedule EXHIBITS Exhibit A Xxxx of Sale and Assignment RECEIVABLES PURCHASE AGREEMENT This Receivables Purchase Agreement, dated as of July April 1, 20222019, is between CarMax Business Services, LLC, a Delaware limited liability company (“CarMax”), as seller (the “Seller”), and CarMax Auto Funding LLC, a Delaware limited liability company (“CarMax Funding”), as purchaser (the “Purchaser”).

Covenants of the Seller. SECTION 5.1 Protection of Right, Title and Interest in, to and Under the Receivables 12 SECTION 5.2 Security Interests 13 SECTION 5.3 Delivery of Payments 14 13 SECTION 5.4 No Impairment 14 SECTION 5.5 Costs and Expenses 14 SECTION 5.6 Hold Harmless 14 SECTION 5.7 Asset Representations Review 14 SECTION 5.8 Credit Risk Retention 14 Page ARTICLE VI MISCELLANEOUS PROVISIONS SECTION 6.1 Amendment 15 14 SECTION 6.2 Termination 15 SECTION 6.3 Governing Law 16 15 SECTION 6.4 Notices 16 15 SECTION 6.5 Severability of Provisions 16 SECTION 6.6 Further Assurances 16 SECTION 6.7 No Waiver; Cumulative Remedies 16 SECTION 6.8 Counterparts and Electronic Signature 16 SECTION 6.9 Third-Party Beneficiaries 17 16 SECTION 6.10 Headings and Table of Contents 17 16 SECTION 6.11 Representations, Warranties and Agreements to Survive 17 16 SECTION 6.12 No Proceedings 17 SECTION 6.13 Obligations of Purchaser 17 SECTION 6.14 Legal Fees Associated with Indemnification 17 SCHEDULES Schedule A Receivable Schedule EXHIBITS Exhibit A Xxxx of Sale and Assignment RECEIVABLES PURCHASE AGREEMENT This Receivables Purchase Agreement, dated as of July October 1, 20222016, is between CarMax Business Services, LLC, a Delaware limited liability company (“CarMax”), as seller (the “Seller”), and CarMax Auto Funding LLC, a Delaware limited liability company (“CarMax Funding”), as purchaser (the “Purchaser”).

Covenants of the Seller. SECTION 5.1 Protection of Right, Title and Interest in, to and Under the Receivables 12 SECTION 5.2 Security Interests 13 SECTION 5.3 Delivery of Payments 14 13 SECTION 5.4 No Impairment 14 SECTION 5.5 Costs and Expenses 14 SECTION 5.6 Hold Harmless 14 SECTION 5.7 Asset Representations Review 14 SECTION 5.8 Credit Risk Retention 14 Page ARTICLE VI MISCELLANEOUS PROVISIONS SECTION 6.1 Amendment 15 14 SECTION 6.2 Termination 15 SECTION 6.3 Governing Law 16 15 SECTION 6.4 Notices 16 SECTION 6.5 Severability of Provisions 16 SECTION 6.6 Further Assurances 16 SECTION 6.7 No Waiver; Cumulative Remedies 16 SECTION 6.8 Counterparts and Electronic Signature 16 SECTION 6.9 Third-Party Beneficiaries 17 16 SECTION 6.10 Headings and Table of Contents 17 SECTION 6.11 Representations, Warranties and Agreements to Survive 17 SECTION 6.12 No Proceedings 17 SECTION 6.13 Obligations of Purchaser 17 SECTION 6.14 Legal Fees Associated with Indemnification 17 Schedule A Receivable Schedule EXHIBITS Exhibit A Xxxx of Sale and Assignment RECEIVABLES PURCHASE AGREEMENT This Receivables Purchase Agreement, dated as of July January 1, 20222017, is between CarMax Business Services, LLC, a Delaware limited liability company (“CarMax”), as seller (the “Seller”), and CarMax Auto Funding LLC, a Delaware limited liability company (“CarMax Funding”), as purchaser (the “Purchaser”).

Covenants of the Seller. SECTION 5.1 Protection of Right, Title and Interest in, to and Under the Receivables 12 SECTION 5.2 Security Interests 13 SECTION 5.3 Delivery of Payments 14 13 SECTION 5.4 No Impairment 14 SECTION 5.5 Costs and Expenses 14 SECTION 5.6 Hold Harmless 14 SECTION 5.7 Asset Representations Review 14 SECTION 5.8 Credit Risk Retention 14 Page ARTICLE VI MISCELLANEOUS PROVISIONS SECTION 6.1 Amendment 15 14 SECTION 6.2 Termination 15 SECTION 6.3 Governing Law 16 15 SECTION 6.4 Notices 16 SECTION 6.5 Severability of Provisions 16 SECTION 6.6 Further Assurances 16 SECTION 6.7 No Waiver; Cumulative Remedies 16 SECTION 6.8 Counterparts and Electronic Signature 16 SECTION 6.9 Third-Party Beneficiaries 17 16 SECTION 6.10 Headings and Table of Contents 17 SECTION 6.11 Representations, Warranties and Agreements to Survive 17 SECTION 6.12 No Proceedings 17 SECTION 6.13 Obligations of Purchaser 17 SECTION 6.14 Legal Fees Associated with Indemnification 17 SCHEDULES Schedule A Receivable Schedule EXHIBITS Exhibit A Xxxx of Sale and Assignment RECEIVABLES PURCHASE AGREEMENT This Receivables Purchase Agreement, dated as of July October 1, 20222018, is between CarMax Business Services, LLC, a Delaware limited liability company (“CarMax”), as seller (the “Seller”), and CarMax Auto Funding LLC, a Delaware limited liability company (“CarMax Funding”), as purchaser (the “Purchaser”).

Covenants of the Seller. SECTION 5.1 Protection of Right, Title and Interest in, to and Under the Receivables 12 SECTION 5.2 Security Interests 13 SECTION 5.3 Delivery of Payments 14 SECTION 5.4 No Impairment 14 SECTION 5.5 Costs and Expenses 14 SECTION 5.6 Hold Harmless 14 SECTION 5.7 Asset Representations Review 14 SECTION 5.8 Credit Risk Retention 14 Page ARTICLE VI MISCELLANEOUS PROVISIONS SECTION 6.1 Amendment 15 SECTION 6.2 Termination 15 SECTION 6.3 Governing Law 16 SECTION 6.4 Notices 16 SECTION 6.5 Severability of Provisions 16 SECTION 6.6 Further Assurances 16 SECTION 6.7 No Waiver; Cumulative Remedies 16 SECTION 6.8 Counterparts and Electronic Signature 16 SECTION 6.9 Third-Party Beneficiaries 17 SECTION 6.10 Headings and Table of Contents 17 SECTION 6.11 Representations, Warranties and Agreements to Survive 17 SECTION 6.12 No Proceedings 17 SECTION 6.13 Obligations of Purchaser 17 SECTION 6.14 Legal Fees Associated with Indemnification 17 SCHEDULES Schedule A Receivable Schedule EXHIBITS Exhibit A Xxxx Bill of Sale and Assignment RECEIVABLES PURCHASE AGREEMENT This Receivables Purchase Agreement, dated as of July April 1, 20222023, is between CarMax Business Services, LLC, a Delaware limited liability company (“CarMax”), as seller (the “Seller”), and CarMax Auto Funding LLC, a Delaware limited liability company (“CarMax Funding”), as purchaser (the “Purchaser”).

Covenants of the Seller. SECTION 5.1 Protection of Right, Title and Interest in, to and Under the Receivables 12 SECTION 5.2 Security Interests 13 SECTION 5.3 Delivery of Payments 14 13 SECTION 5.4 No Impairment 14 SECTION 5.5 Costs and Expenses 14 SECTION 5.6 Hold Harmless 14 SECTION 5.7 Asset Representations Review 14 SECTION 5.8 Credit Risk Retention 14 Page ARTICLE VI MISCELLANEOUS PROVISIONS SECTION 6.1 Amendment 15 14 SECTION 6.2 Termination 15 SECTION 6.3 Governing Law 16 15 SECTION 6.4 Notices 16 SECTION 6.5 Severability of Provisions 16 SECTION 6.6 Further Assurances 16 SECTION 6.7 No Waiver; Cumulative Remedies 16 SECTION 6.8 Counterparts and Electronic Signature 16 SECTION 6.9 Third-Party Beneficiaries 17 16 SECTION 6.10 Headings and Table of Contents 17 SECTION 6.11 Representations, Warranties and Agreements to Survive 17 SECTION 6.12 No Proceedings 17 SECTION 6.13 Obligations of Purchaser 17 SECTION 6.14 Legal Fees Associated with Indemnification 17 SCHEDULES Schedule A Receivable Schedule EXHIBITS Exhibit A Xxxx of Sale and Assignment RECEIVABLES PURCHASE AGREEMENT This Receivables Purchase Agreement, dated as of July April 1, 20222017, is between CarMax Business Services, LLC, a Delaware limited liability company (“CarMax”), as seller (the “Seller”), and CarMax Auto Funding LLC, a Delaware limited liability company (“CarMax Funding”), as purchaser (the “Purchaser”).

Covenants of the Seller. SECTION 5.1 Protection of Right, Title and Interest in, to and Under the Receivables 12 SECTION 5.2 Security Interests 13 SECTION 5.3 Delivery of Payments 14 13 SECTION 5.4 No Impairment 14 SECTION 5.5 Costs and Expenses 14 SECTION 5.6 Hold Harmless 14 SECTION 5.7 Asset Representations Review 14 SECTION 5.8 Credit Risk Retention 14 Page ARTICLE VI MISCELLANEOUS PROVISIONS SECTION 6.1 Amendment 15 14 SECTION 6.2 Termination 15 SECTION 6.3 Governing Law 16 15 SECTION 6.4 Notices 16 SECTION 6.5 Severability of Provisions 16 SECTION 6.6 Further Assurances 16 SECTION 6.7 No Waiver; Cumulative Remedies 16 SECTION 6.8 Counterparts and Electronic Signature 16 SECTION 6.9 Third-Party Beneficiaries 17 16 SECTION 6.10 Headings and Table of Contents 17 SECTION 6.11 Representations, Warranties and Agreements to Survive 17 SECTION 6.12 No Proceedings 17 SECTION 6.13 Obligations of Purchaser 17 SECTION 6.14 Legal Fees Associated with Indemnification 17 SCHEDULES Schedule A Receivable Schedule EXHIBITS Exhibit A Xxxx of Sale and Assignment RECEIVABLES PURCHASE AGREEMENT This Receivables Purchase Agreement, dated as of July January 1, 20222018, is between CarMax Business Services, LLC, a Delaware limited liability company (“CarMax”), as seller (the “Seller”), and CarMax Auto Funding LLC, a Delaware limited liability company (“CarMax Funding”), as purchaser (the “Purchaser”).

Covenants of the Seller. SECTION 5.1 Protection of Right, Title and Interest in, to and Under the Receivables 12 SECTION 5.2 Security Interests 13 SECTION 5.3 Delivery of Payments 14 13 SECTION 5.4 No Impairment 14 SECTION 5.5 Costs and Expenses 14 SECTION 5.6 Hold Harmless 14 SECTION 5.7 Asset Representations Review 14 SECTION 5.8 Credit Risk Retention 14 Page ARTICLE VI MISCELLANEOUS PROVISIONS SECTION 6.1 Amendment 15 14 SECTION 6.2 Termination 15 SECTION 6.3 Governing Law 16 15 SECTION 6.4 Notices 16 SECTION 6.5 Severability of Provisions 16 SECTION 6.6 Further Assurances 16 SECTION 6.7 No Waiver; Cumulative Remedies 16 SECTION 6.8 Counterparts and Electronic Signature 16 SECTION 6.9 Third-Party Beneficiaries 17 16 SECTION 6.10 Headings and Table of Contents 17 SECTION 6.11 Representations, Warranties and Agreements to Survive 17 SECTION 6.12 No Proceedings 17 SECTION 6.13 Obligations of Purchaser 17 SECTION 6.14 Legal Fees Associated with Indemnification 17 Schedule A Receivable Schedule EXHIBITS Exhibit A Xxxx of Sale and Assignment RECEIVABLES PURCHASE AGREEMENT This Receivables Purchase Agreement, dated as of July January 1, 20222020, is between CarMax Business Services, LLC, a Delaware limited liability company (“CarMax”), as seller (the “Seller”), and CarMax Auto Funding LLC, a Delaware limited liability company (“CarMax Funding”), as purchaser (the “Purchaser”).

Covenants of the Seller. SECTION 5.1 Protection of Right, Title and Interest in, to and Under the Receivables 12 SECTION 5.2 Security Interests 13 SECTION 5.3 Delivery of Payments 14 SECTION 5.4 No Impairment 14 SECTION 5.5 Costs and Expenses 14 SECTION 5.6 Hold Harmless 14 SECTION 5.7 Asset Representations Review 14 SECTION 5.8 Credit Risk Retention 14 Page ARTICLE VI MISCELLANEOUS PROVISIONS SECTION 6.1 Amendment 15 SECTION 6.2 Termination 15 SECTION 6.3 Governing Law 16 SECTION 6.4 Notices 16 SECTION 6.5 Severability of Provisions 16 SECTION 6.6 Further Assurances 16 SECTION 6.7 No Waiver; Cumulative Remedies 16 SECTION 6.8 Counterparts and Electronic Signature 16 SECTION 6.9 Third-Party Beneficiaries 17 SECTION 6.10 Headings and Table of Contents 17 SECTION 6.11 Representations, Warranties and Agreements to Survive 17 SECTION 6.12 No Proceedings 17 SECTION 6.13 Obligations of Purchaser 17 SECTION 6.14 Legal Fees Associated with Indemnification 17 SCHEDULES Schedule A Receivable Schedule EXHIBITS Exhibit A Xxxx Bill of Sale and Assignment RECEIVABLES PURCHASE AGREEMENT This Receivables Purchase Agreement, dated as of July October 1, 2022, is between CarMax Business Services, LLC, a Delaware limited liability company (“CarMax”), as seller (the “Seller”), and CarMax Auto Funding LLC, a Delaware limited liability company (“CarMax Funding”), as purchaser (the “Purchaser”).

Covenants of the Seller. SECTION 5.1 Section 5.01. Protection of Right, Title and Interest in, to and Under the Receivables 12 SECTION 5.2 9 Section 5.02. Security Interests 13 SECTION 5.3 11 Section 5.03. Delivery of Payments 14 SECTION 5.4 11 Section 5.04. No Impairment 14 SECTION 5.5 11 Section 5.05. Costs and Expenses 14 SECTION 5.6 11 Section 5.06. Sale 11 Section 5.07. Hold Harmless 14 SECTION 5.7 Asset Representations Review 14 SECTION 5.8 Credit Risk Retention 14 11 Page ARTICLE VI SIX MISCELLANEOUS PROVISIONS SECTION 6.1 Section 6.01. Amendment 15 SECTION 6.2 12 Section 6.02. Termination 15 SECTION 6.3 Governing Law 16 SECTION 6.4 12 Section 6.03. GOVERNING LAW 12 Section 6.04. WAIVER OF JURY TRIAL 12 Section 6.05. Notices 16 SECTION 6.5 13 Section 6.06. Severability of Provisions 16 SECTION 6.6 13 Section 6.07. Further Assurances 16 SECTION 6.7 No Waiver; Cumulative Remedies 16 SECTION 6.8 13 Section 6.08. Waivers 13 Section 6.09. Counterparts 13 Section 6.10. Successors and Electronic Signature 16 SECTION 6.9 Third-Party Beneficiaries 17 SECTION 6.10 Headings and Assigns 14 Section 6.11. Table of Contents 17 SECTION 6.11 and Headings 14 Section 6.12. Representations, Warranties and Agreements to Survive 17 SECTION 6.12 14 Section 6.13. No Proceedings 17 SECTION 6.13 Obligations of Purchaser 17 SECTION 6.14 Legal Fees Associated with Indemnification 17 Petition 14 Section 6.14. Electronic Signatures 14 SCHEDULES Schedule A Receivable – Schedule of Receivables SA-1 EXHIBITS Exhibit A Xxxx – Representations and Warranties as to the Receivables A-1 Exhibit B – Form of Sale and First-Tier Assignment B-1 This RECEIVABLES PURCHASE AGREEMENT This Receivables Purchase AgreementAGREEMENT, dated as of July April 1, 20222024 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is between CarMax Business Services, DAIMLER TRUCK FINANCIAL SERVICES USA LLC, a Delaware limited liability company (“CarMaxDTFS USA”), as seller (the “Seller”), and CarMax Auto Funding DAIMLER TRUCKS RETAIL RECEIVABLES LLC, a Delaware limited liability company (“CarMax FundingDaimler Trucks Retail Receivables”), as purchaser (the “Purchaser”).

Covenants of the Seller. SECTION 5.1 Protection of Right, Title and Interest in, to and Under the Receivables 12 SECTION 5.2 Security Interests 13 SECTION 5.3 Delivery of Payments 14 13 SECTION 5.4 No Impairment 14 SECTION 5.5 Costs and Expenses 14 SECTION 5.6 Hold Harmless 14 SECTION 5.7 Asset Representations Review 14 SECTION 5.8 Credit Risk Retention 14 Page ARTICLE VI MISCELLANEOUS PROVISIONS SECTION 6.1 Amendment 15 14 SECTION 6.2 Termination 15 SECTION 6.3 Governing Law 16 15 SECTION 6.4 Notices 16 SECTION 6.5 Severability of Provisions 16 SECTION 6.6 Further Assurances 16 SECTION 6.7 No Waiver; Cumulative Remedies 16 SECTION 6.8 Counterparts and Electronic Signature 16 SECTION 6.9 Third-Party Beneficiaries 17 16 SECTION 6.10 Headings and Table of Contents 17 SECTION 6.11 Representations, Warranties and Agreements to Survive 17 SECTION 6.12 No Proceedings 17 SECTION 6.13 Obligations of Purchaser 17 SECTION 6.14 Legal Fees Associated with Indemnification 17 SCHEDULES Schedule A Receivable Schedule EXHIBITS Exhibit A Xxxx of Sale and Assignment RECEIVABLES PURCHASE AGREEMENT This Receivables Purchase Agreement, dated as of July April 1, 20222018, is between CarMax Business Services, LLC, a Delaware limited liability company (“CarMax”), as seller (the “Seller”), and CarMax Auto Funding LLC, a Delaware limited liability company (“CarMax Funding”), as purchaser (the “Purchaser”).

Covenants of the Seller. SECTION 5.1 Protection of Right, Title and Interest in, to and Under the Receivables 12 15 SECTION 5.2 Security Interests 13 16 SECTION 5.3 Delivery of Payments 14 16 SECTION 5.4 No Impairment 14 17 SECTION 5.5 Costs and Expenses 14 17 SECTION 5.6 Hold Harmless 14 SECTION 5.7 Asset Representations Review 14 SECTION 5.8 Credit Risk Retention 14 Page 17 ARTICLE VI MISCELLANEOUS PROVISIONS SECTION 6.1 Amendment 15 17 SECTION 6.2 Termination 15 18 SECTION 6.3 Governing Law 16 18 Page SECTION 6.4 Notices 16 18 SECTION 6.5 Severability of Provisions 16 18 SECTION 6.6 Further Assurances 16 18 SECTION 6.7 No Waiver; Cumulative Remedies 16 18 SECTION 6.8 Counterparts and Electronic Signature 16 19 SECTION 6.9 Third-Party Beneficiaries 17 19 SECTION 6.10 Headings and Table of Contents 17 19 SECTION 6.11 Representations, Warranties and Agreements to Survive 17 19 SECTION 6.12 No Proceedings 17 19 SECTION 6.13 Accountant’s Letters 19 SECTION 6.14 Obligations of Purchaser 17 SECTION 6.14 Legal Fees Associated with Indemnification 17 20 SCHEDULES Schedule A Receivable Receivables Schedule EXHIBITS Exhibit A Xxxx of Sale and Assignment Exhibit B Form of Retail Installment Sale Contract RECEIVABLES PURCHASE AGREEMENT This Receivables Purchase Agreement, dated as of July 1[ ], 202220[ ], is between CarMax Business Services, LLC, a Delaware limited liability company (“CarMax”), as seller (the “Seller”), and CarMax Auto Funding LLC, a Delaware limited liability company (“CarMax Funding”), as purchaser (the “Purchaser”).

Covenants of the Seller. SECTION 5.1 Protection of Right, Title and Interest in, to and Under the Receivables 12 15 SECTION 5.2 Security Interests 13 16 SECTION 5.3 Delivery of Payments 14 17 SECTION 5.4 No Impairment 14 17 SECTION 5.5 Costs and Expenses 14 17 SECTION 5.6 Hold Harmless 14 SECTION 5.7 Asset Representations Review 14 SECTION 5.8 Credit Risk Retention 14 Page 17 ARTICLE VI MISCELLANEOUS PROVISIONS SECTION 6.1 Amendment 15 17 SECTION 6.2 Termination 15 18 SECTION 6.3 Governing Law 16 18 SECTION 6.4 Notices 16 18 SECTION 6.5 Severability of Provisions 16 18 Page SECTION 6.6 Further Assurances 16 18 SECTION 6.7 No Waiver; Cumulative Remedies 16 18 SECTION 6.8 Counterparts and Electronic Signature 16 19 SECTION 6.9 Third-Party Beneficiaries 17 19 SECTION 6.10 Headings and Table of Contents 17 19 SECTION 6.11 Representations, Warranties and Agreements to Survive 17 19 SECTION 6.12 No Proceedings 17 19 SECTION 6.13 Accountant’s Letters 19 SECTION 6.14 Obligations of Purchaser 17 SECTION 6.14 Legal Fees Associated with Indemnification 17 Schedule 20 SCHEDULES SCHEDULE A Receivable Receivables Schedule EXHIBITS Exhibit EXHIBIT A Xxxx of Sale and Assignment EXHIBIT B Form of Retail Installment Sale Contract RECEIVABLES PURCHASE AGREEMENT This Receivables Purchase Agreement, dated as of July June 1, 20222007, is between CarMax Business Services, LLC, a Delaware limited liability company (“CarMax”), as seller (the “Seller”), and CarMax Auto Funding LLC, a Delaware limited liability company (“CarMax Funding”), as purchaser (the “Purchaser”).

Covenants of the Seller. SECTION 5.1 Protection of Right, Title and Interest in, to and Under the Receivables 12 15 SECTION 5.2 Security Interests 13 16 SECTION 5.3 Delivery of Payments 14 16 SECTION 5.4 No Impairment 14 17 SECTION 5.5 Costs and Expenses 14 17 SECTION 5.6 Hold Harmless 14 SECTION 5.7 Asset Representations Review 14 SECTION 5.8 Credit Risk Retention 14 Page 17 ARTICLE VI MISCELLANEOUS PROVISIONS SECTION 6.1 Amendment 15 17 SECTION 6.2 Termination 15 18 SECTION 6.3 Governing Law 16 18 Page SECTION 6.4 Notices 16 18 SECTION 6.5 Severability of Provisions 16 18 SECTION 6.6 Further Assurances 16 18 SECTION 6.7 No Waiver; Cumulative Remedies 16 18 SECTION 6.8 Counterparts and Electronic Signature 16 19 SECTION 6.9 Third-Party Beneficiaries 17 19 SECTION 6.10 Headings and Table of Contents 17 19 SECTION 6.11 Representations, Warranties and Agreements to Survive 17 19 SECTION 6.12 No Proceedings 17 19 SECTION 6.13 Accountant’s Letters 19 SECTION 6.14 Obligations of Purchaser 17 SECTION 6.14 Legal Fees Associated with Indemnification 17 20 SCHEDULES Schedule A Receivable Receivables Schedule EXHIBITS Exhibit A Xxxx of Sale and Assignment Exhibit B Form of Retail Installment Sale Contract RECEIVABLES PURCHASE AGREEMENT This Receivables Purchase Agreement, dated as of July August 1, 20222013, is between CarMax Business Services, LLC, a Delaware limited liability company (“CarMax”), as seller (the “Seller”), and CarMax Auto Funding LLC, a Delaware limited liability company (“CarMax Funding”), as purchaser (the “Purchaser”).

Covenants of the Seller. SECTION 5.1 Protection of Right, Title and Interest in, to and Under the Receivables 12 15 SECTION 5.2 Security Interests 13 16 SECTION 5.3 Delivery of Payments 14 17 SECTION 5.4 No Impairment 14 17 SECTION 5.5 Costs and Expenses 14 17 SECTION 5.6 Hold Harmless 14 SECTION 5.7 Asset Representations Review 14 SECTION 5.8 Credit Risk Retention 14 Page 17 ARTICLE VI MISCELLANEOUS PROVISIONS SECTION 6.1 Amendment 15 17 SECTION 6.2 Termination 15 18 SECTION 6.3 Governing Law 16 18 SECTION 6.4 Notices 16 18 SECTION 6.5 Severability of Provisions 16 18 Page SECTION 6.6 Further Assurances 16 18 SECTION 6.7 No Waiver; Cumulative Remedies 16 19 SECTION 6.8 Counterparts and Electronic Signature 16 19 SECTION 6.9 Third-Party Beneficiaries 17 19 SECTION 6.10 Headings and Table of Contents 17 19 SECTION 6.11 Representations, Warranties and Agreements to Survive 17 19 SECTION 6.12 No Proceedings 17 19 SECTION 6.13 Accountant’s Letters 19 SECTION 6.14 Obligations of Purchaser 17 SECTION 6.14 Legal Fees Associated with Indemnification 17 Schedule 20 SCHEDULES SCHEDULE A Receivable Receivables Schedule EXHIBITS Exhibit EXHIBIT A Xxxx of Sale and Assignment EXHIBIT B Form of Retail Installment Sale Contract RECEIVABLES PURCHASE AGREEMENT This Receivables Purchase Agreement, dated as of July November 1, 20222011, is between CarMax Business Services, LLC, a Delaware limited liability company (“CarMax”), as seller (the “Seller”), and CarMax Auto Funding LLC, a Delaware limited liability company (“CarMax Funding”), as purchaser (the “Purchaser”).

Covenants of the Seller. SECTION 5.1 Protection of Right, Title and Interest in, to and Under the Receivables 12 15 SECTION 5.2 Security Interests 13 16 SECTION 5.3 Delivery of Payments 14 16 SECTION 5.4 No Impairment 14 17 SECTION 5.5 Costs and Expenses 14 17 SECTION 5.6 Hold Harmless 14 SECTION 5.7 Asset Representations Review 14 SECTION 5.8 Credit Risk Retention 14 Page 17 ARTICLE VI MISCELLANEOUS PROVISIONS SECTION 6.1 Amendment 15 17 SECTION 6.2 Termination 15 18 SECTION 6.3 Governing Law 16 18 Page SECTION 6.4 Notices 16 18 SECTION 6.5 Severability of Provisions 16 18 SECTION 6.6 Further Assurances 16 18 SECTION 6.7 No Waiver; Cumulative Remedies 16 18 SECTION 6.8 Counterparts and Electronic Signature 16 19 SECTION 6.9 Third-Party Beneficiaries 17 19 SECTION 6.10 Headings and Table of Contents 17 19 SECTION 6.11 Representations, Warranties and Agreements to Survive 17 19 SECTION 6.12 No Proceedings 17 19 SECTION 6.13 Accountant’s Letters 19 SECTION 6.14 Obligations of Purchaser 17 SECTION 6.14 Legal Fees Associated with Indemnification 17 20 SCHEDULES Schedule A Receivable Receivables Schedule EXHIBITS Exhibit A Xxxx of Sale and Assignment Exhibit B Form of Retail Installment Sale Contract RECEIVABLES PURCHASE AGREEMENT This Receivables Purchase Agreement, dated as of July November 1, 20222013, is between CarMax Business Services, LLC, a Delaware limited liability company (“CarMax”), as seller (the “Seller”), and CarMax Auto Funding LLC, a Delaware limited liability company (“CarMax Funding”), as purchaser (the “Purchaser”).

Covenants of the Seller. SECTION 5.1 Protection of Right, Title and Interest in, to and Under the Receivables 12 15 SECTION 5.2 Security Interests 13 16 SECTION 5.3 Delivery of Payments 14 17 SECTION 5.4 No Impairment 14 17 SECTION 5.5 Costs and Expenses 14 17 SECTION 5.6 Hold Harmless 14 SECTION 5.7 Asset Representations Review 14 SECTION 5.8 Credit Risk Retention 14 Page 17 ARTICLE VI MISCELLANEOUS PROVISIONS SECTION 6.1 Amendment 15 17 SECTION 6.2 Termination 15 18 SECTION 6.3 Governing Law 16 18 SECTION 6.4 Notices 16 18 SECTION 6.5 Severability of Provisions 16 18 Page SECTION 6.6 Further Assurances 16 18 SECTION 6.7 No Waiver; Cumulative Remedies 16 19 SECTION 6.8 Counterparts and Electronic Signature 16 19 SECTION 6.9 Third-Party Beneficiaries 17 19 SECTION 6.10 Headings and Table of Contents 17 19 SECTION 6.11 Representations, Warranties and Agreements to Survive 17 19 SECTION 6.12 No Proceedings 17 19 SECTION 6.13 Accountant’s Letters 19 SECTION 6.14 Obligations of Purchaser 17 SECTION 6.14 Legal Fees Associated with Indemnification 17 Schedule 20 SCHEDULES SCHEDULE A Receivable Receivables Schedule EXHIBITS Exhibit EXHIBIT A Xxxx of Sale and Assignment EXHIBIT B Form of Retail Installment Sale Contract RECEIVABLES PURCHASE AGREEMENT This Receivables Purchase Agreement, dated as of July 1, 20222008, is between CarMax Business Services, LLC, a Delaware limited liability company (“CarMax”), as seller (the “Seller”), and CarMax Auto Funding LLC, a Delaware limited liability company (“CarMax Funding”), as purchaser (the “Purchaser”).

Covenants of the Seller. SECTION 5.1 Protection of Right, Title and Interest in, to and Under the Receivables 12 15 SECTION 5.2 Security Interests 13 16 SECTION 5.3 Delivery of Payments 14 17 SECTION 5.4 No Impairment 14 17 SECTION 5.5 Costs and Expenses 14 17 SECTION 5.6 Hold Harmless 14 SECTION 5.7 Asset Representations Review 14 SECTION 5.8 Credit Risk Retention 14 Page 17 ARTICLE VI MISCELLANEOUS PROVISIONS SECTION 6.1 Amendment 15 17 SECTION 6.2 Termination 15 18 SECTION 6.3 Governing Law 16 18 SECTION 6.4 Notices 16 18 SECTION 6.5 Severability of Provisions 16 18 SECTION 6.6 Further Assurances 16 18 SECTION 6.7 No Waiver; Cumulative Remedies 16 18 SECTION 6.8 Counterparts and Electronic Signature 16 19 SECTION 6.9 Third-Party Beneficiaries 17 19 SECTION 6.10 Headings and Table of Contents 17 19 SECTION 6.11 Representations, Warranties and Agreements to Survive 17 19 SECTION 6.12 No Proceedings 17 19 SECTION 6.13 Accountant’s Letters 19 SECTION 6.14 Obligations of Purchaser 17 SECTION 6.14 Legal Fees Associated with Indemnification 17 Schedule 20 SCHEDULES SCHEDULE A Receivable Receivables Schedule EXHIBITS Exhibit EXHIBIT A Xxxx of Sale and Assignment EXHIBIT B Form of Retail Installment Sale Contract RECEIVABLES PURCHASE AGREEMENT This Receivables Purchase Agreement, dated as of July May 1, 20222006, is between CarMax Business Services, LLC, a Delaware limited liability company (“CarMax”), as seller (the “Seller”), and CarMax Auto Funding LLC, a Delaware limited liability company (“CarMax Funding”), as purchaser (the “Purchaser”).

Covenants of the Seller. SECTION 5.1 Protection of Right, Title and Interest in, to and Under the Receivables 12 15 SECTION 5.2 Security Interests 13 16 SECTION 5.3 Delivery of Payments 14 16 SECTION 5.4 No Impairment 14 17 SECTION 5.5 Costs and Expenses 14 17 SECTION 5.6 Hold Harmless 14 SECTION 5.7 Asset Representations Review 14 SECTION 5.8 Credit Risk Retention 14 Page 17 ARTICLE VI MISCELLANEOUS PROVISIONS SECTION 6.1 Amendment 15 17 SECTION 6.2 Termination 15 18 SECTION 6.3 Governing Law 16 18 Page SECTION 6.4 Notices 16 18 SECTION 6.5 Severability of Provisions 16 18 SECTION 6.6 Further Assurances 16 18 SECTION 6.7 No Waiver; Cumulative Remedies 16 18 SECTION 6.8 Counterparts and Electronic Signature 16 19 SECTION 6.9 Third-Party Beneficiaries 17 19 SECTION 6.10 Headings and Table of Contents 17 19 SECTION 6.11 Representations, Warranties and Agreements to Survive 17 19 SECTION 6.12 No Proceedings 17 19 SECTION 6.13 Accountant’s Letters 19 SECTION 6.14 Obligations of Purchaser 17 SECTION 6.14 Legal Fees Associated with Indemnification 17 20 Schedule A Receivable Receivables Schedule EXHIBITS Exhibit A Xxxx of Sale and Assignment Exhibit B Form of Retail Installment Sale Contract RECEIVABLES PURCHASE AGREEMENT This Receivables Purchase Agreement, dated as of July November 1, 20222014, is between CarMax Business Services, LLC, a Delaware limited liability company (“CarMax”), as seller (the “Seller”), and CarMax Auto Funding LLC, a Delaware limited liability company (“CarMax Funding”), as purchaser (the “Purchaser”).

Covenants of the Seller. SECTION 5.1 Protection of Right, Title and Interest in, to and Under the Receivables 12 15 SECTION 5.2 Security Interests 13 16 SECTION 5.3 Delivery of Payments 14 16 SECTION 5.4 No Impairment 14 17 SECTION 5.5 Costs and Expenses 14 17 SECTION 5.6 Hold Harmless 14 SECTION 5.7 Asset Representations Review 14 SECTION 5.8 Credit Risk Retention 14 Page 17 ARTICLE VI MISCELLANEOUS PROVISIONS SECTION 6.1 Amendment 15 17 SECTION 6.2 Termination 15 18 SECTION 6.3 Governing Law 16 18 Page SECTION 6.4 Notices 16 18 SECTION 6.5 Severability of Provisions 16 18 SECTION 6.6 Further Assurances 16 18 SECTION 6.7 No Waiver; Cumulative Remedies 16 18 SECTION 6.8 Counterparts and Electronic Signature 16 19 SECTION 6.9 Third-Party Beneficiaries 17 19 SECTION 6.10 Headings and Table of Contents 17 19 SECTION 6.11 Representations, Warranties and Agreements to Survive 17 19 SECTION 6.12 No Proceedings 17 19 SECTION 6.13 Accountant’s Letters 19 SECTION 6.14 Obligations of Purchaser 17 SECTION 6.14 Legal Fees Associated with Indemnification 17 20 SCHEDULES Schedule A Receivable Receivables Schedule EXHIBITS Exhibit A Xxxx of Sale and Assignment Exhibit B Form of Retail Installment Sale Contract RECEIVABLES PURCHASE AGREEMENT This Receivables Purchase Agreement, dated as of July February 1, 20222015, is between CarMax Business Services, LLC, a Delaware limited liability company (“CarMax”), as seller (the “Seller”), and CarMax Auto Funding LLC, a Delaware limited liability company (“CarMax Funding”), as purchaser (the “Purchaser”).

Covenants of the Seller. SECTION 5.1 Protection of Right, Title and Interest in, to and Under the Receivables 12 15 SECTION 5.2 Security Interests 13 16 SECTION 5.3 Delivery of Payments 14 16 SECTION 5.4 No Impairment 14 17 SECTION 5.5 Costs and Expenses 14 17 SECTION 5.6 Hold Harmless 14 SECTION 5.7 Asset Representations Review 14 SECTION 5.8 Credit Risk Retention 14 Page 17 ARTICLE VI MISCELLANEOUS PROVISIONS SECTION 6.1 Amendment 15 17 SECTION 6.2 Termination 15 18 SECTION 6.3 Governing Law 16 18 Page SECTION 6.4 Notices 16 18 SECTION 6.5 Severability of Provisions 16 18 SECTION 6.6 Further Assurances 16 18 SECTION 6.7 No Waiver; Cumulative Remedies 16 18 SECTION 6.8 Counterparts and Electronic Signature 16 19 SECTION 6.9 Third-Party Beneficiaries 17 19 SECTION 6.10 Headings and Table of Contents 17 19 SECTION 6.11 Representations, Warranties and Agreements to Survive 17 19 SECTION 6.12 No Proceedings 17 19 SECTION 6.13 Accountant’s Letters 19 SECTION 6.14 Obligations of Purchaser 17 SECTION 6.14 Legal Fees Associated with Indemnification 17 20 Schedule A Receivable Receivables Schedule EXHIBITS Exhibit A Xxxx of Sale and Assignment Exhibit B Form of Retail Installment Sale Contract RECEIVABLES PURCHASE AGREEMENT This Receivables Purchase Agreement, dated as of July August 1, 20222015, is between CarMax Business Services, LLC, a Delaware limited liability company (“CarMax”), as seller (the “Seller”), and CarMax Auto Funding LLC, a Delaware limited liability company (“CarMax Funding”), as purchaser (the “Purchaser”).

Covenants of the Seller. SECTION 5.1 Protection of Right, Title and Interest in, to and Under the Receivables 12 15 SECTION 5.2 Security Interests 13 16 SECTION 5.3 Delivery of Payments 14 16 SECTION 5.4 No Impairment 14 17 SECTION 5.5 Costs and Expenses 14 17 SECTION 5.6 Hold Harmless 14 SECTION 5.7 Asset Representations Review 14 SECTION 5.8 Credit Risk Retention 14 Page 17 ARTICLE VI MISCELLANEOUS PROVISIONS SECTION 6.1 Amendment 15 17 SECTION 6.2 Termination 15 18 SECTION 6.3 Governing Law 16 18 Page SECTION 6.4 Notices 16 18 SECTION 6.5 Severability of Provisions 16 18 SECTION 6.6 Further Assurances 16 18 SECTION 6.7 No Waiver; Cumulative Remedies 16 18 SECTION 6.8 Counterparts and Electronic Signature 16 19 SECTION 6.9 Third-Party Beneficiaries 17 19 SECTION 6.10 Headings and Table of Contents 17 19 SECTION 6.11 Representations, Warranties and Agreements to Survive 17 19 SECTION 6.12 No Proceedings 17 19 SECTION 6.13 Accountant’s Letters 19 SECTION 6.14 Obligations of Purchaser 17 SECTION 6.14 Legal Fees Associated with Indemnification 17 20 SCHEDULES Schedule A Receivable Receivables Schedule EXHIBITS Exhibit A Xxxx of Sale and Assignment Exhibit B Form of Retail Installment Sale Contract RECEIVABLES PURCHASE AGREEMENT This Receivables Purchase Agreement, dated as of July October 1, 20222015, is between CarMax Business Services, LLC, a Delaware limited liability company (“CarMax”), as seller (the “Seller”), and CarMax Auto Funding LLC, a Delaware limited liability company (“CarMax Funding”), as purchaser (the “Purchaser”).

Covenants of the Seller. SECTION 5.1 Protection of Right, Title and Interest in, to and Under the Receivables 12 15 SECTION 5.2 Security Interests 13 16 SECTION 5.3 Delivery of Payments 14 16 SECTION 5.4 No Impairment 14 17 SECTION 5.5 Costs and Expenses 14 17 SECTION 5.6 Hold Harmless 14 SECTION 5.7 Asset Representations Review 14 SECTION 5.8 Credit Risk Retention 14 Page 17 ARTICLE VI MISCELLANEOUS PROVISIONS SECTION 6.1 Amendment 15 17 SECTION 6.2 Termination 15 18 SECTION 6.3 Governing Law 16 18 SECTION 6.4 Notices 16 18 SECTION 6.5 Severability of Provisions 16 18 Page SECTION 6.6 Further Assurances 16 18 SECTION 6.7 No Waiver; Cumulative Remedies 16 18 SECTION 6.8 Counterparts and Electronic Signature 16 19 SECTION 6.9 Third-Party Beneficiaries 17 19 SECTION 6.10 Headings and Table of Contents 17 19 SECTION 6.11 Representations, Warranties and Agreements to Survive 17 19 SECTION 6.12 No Proceedings 17 19 SECTION 6.13 Accountant’s Letters 19 SECTION 6.14 Obligations of Purchaser 17 SECTION 6.14 Legal Fees Associated with Indemnification 17 Schedule 19 SCHEDULES SCHEDULE A Receivable Schedule Receivables schedule EXHIBITS Exhibit EXHIBIT A Xxxx of Sale sale and Assignment assignment EXHIBIT B Form of retail installment sale contract RECEIVABLES PURCHASE AGREEMENT This Receivables Purchase Agreement, dated as of July May 1, 20222004, is between CarMax Business ServicesAuto Superstores, LLCInc., a Delaware limited liability company Virginia corporation (“CarMax”), as seller (the “Seller”), and CarMax Auto Funding LLC, a Delaware limited liability company (“CarMax Funding”), as purchaser (the “Purchaser”).

Covenants of the Seller. SECTION 5.1 Protection of Right, Title and Interest in, to and Under the Receivables 12 SECTION 5.2 Security Interests 13 SECTION 5.3 Delivery of Payments 14 SECTION 5.4 No Impairment 14 SECTION 5.5 Costs and Expenses 14 SECTION 5.6 Hold Harmless 14 SECTION 5.7 Asset Representations Review 14 SECTION 5.8 Credit Risk Retention 14 Page ARTICLE VI MISCELLANEOUS PROVISIONS SECTION 6.1 Amendment 15 SECTION 6.2 Termination 15 16 SECTION 6.3 Governing Law 16 SECTION 6.4 Notices 16 SECTION 6.5 Severability of Provisions 16 SECTION 6.6 Further Assurances 16 SECTION 6.7 No Waiver; Cumulative Remedies 16 SECTION 6.8 Counterparts and Electronic Signature 16 17 SECTION 6.9 Third-Party Beneficiaries 17 SECTION 6.10 Headings and Table of Contents 17 SECTION 6.11 Representations, Warranties and Agreements to Survive 17 SECTION 6.12 No Proceedings 17 SECTION 6.13 Obligations of Purchaser 17 SECTION 6.14 Legal Fees Associated with Indemnification 17 SCHEDULES Schedule A Receivable Schedule EXHIBITS Exhibit A Xxxx of Sale and Assignment RECEIVABLES PURCHASE AGREEMENT This Receivables Purchase Agreement, dated as of July 1[________], 202220[__], is between CarMax Business Services, LLC, a Delaware limited liability company (“CarMax”), as seller (the “Seller”), and CarMax Auto Funding LLC, a Delaware limited liability company (“CarMax Funding”), as purchaser (the “Purchaser”).

Covenants of the Seller. SECTION 5.1 Protection of Right, Title and Interest in, to and Under the Receivables 12 15 SECTION 5.2 Security Interests 13 16 SECTION 5.3 Delivery of Payments 14 17 SECTION 5.4 No Impairment 14 17 SECTION 5.5 Costs and Expenses 14 17 SECTION 5.6 Hold Harmless 14 SECTION 5.7 Asset Representations Review 14 SECTION 5.8 Credit Risk Retention 14 Page 17 ARTICLE VI MISCELLANEOUS PROVISIONS SECTION 6.1 Amendment 15 17 SECTION 6.2 Termination 15 18 SECTION 6.3 Governing Law 16 18 SECTION 6.4 Notices 16 18 SECTION 6.5 Severability of Provisions 16 18 Page SECTION 6.6 Further Assurances 16 18 SECTION 6.7 No Waiver; Cumulative Remedies 16 19 SECTION 6.8 Counterparts and Electronic Signature 16 19 SECTION 6.9 Third-Party Beneficiaries 17 19 SECTION 6.10 Headings and Table of Contents 17 19 SECTION 6.11 Representations, Warranties and Agreements to Survive 17 19 SECTION 6.12 No Proceedings 17 19 SECTION 6.13 Accountant’s Letters 19 SECTION 6.14 Obligations of Purchaser 17 SECTION 6.14 Legal Fees Associated with Indemnification 17 Schedule 20 SCHEDULES SCHEDULE A Receivable Receivables Schedule EXHIBITS Exhibit EXHIBIT A Xxxx of Sale and Assignment EXHIBIT B Form of Retail Installment Sale Contract RECEIVABLES PURCHASE AGREEMENT This Receivables Purchase Agreement, dated as of July April 1, 20222009, is between CarMax Business Services, LLC, a Delaware limited liability company (“CarMax”), as seller (the “Seller”), and CarMax Auto Funding LLC, a Delaware limited liability company (“CarMax Funding”), as purchaser (the “Purchaser”).

Covenants of the Seller. SECTION 5.1 Protection of Right, Title and Interest in, to and Under the Receivables 12 15 SECTION 5.2 Security Interests 13 16 SECTION 5.3 Delivery of Payments 14 16 SECTION 5.4 No Impairment 14 17 SECTION 5.5 Costs and Expenses 14 17 SECTION 5.6 Hold Harmless 14 SECTION 5.7 Asset Representations Review 14 SECTION 5.8 Credit Risk Retention 14 Page 17 ARTICLE VI MISCELLANEOUS PROVISIONS SECTION 6.1 Amendment 15 17 SECTION 6.2 Termination 15 18 SECTION 6.3 Governing Law 16 18 SECTION 6.4 Notices 16 18 SECTION 6.5 Severability of Provisions 16 18 Page SECTION 6.6 Further Assurances 16 18 SECTION 6.7 No Waiver; Cumulative Remedies 16 18 SECTION 6.8 Counterparts and Electronic Signature 16 19 SECTION 6.9 Third-Party Beneficiaries 17 19 SECTION 6.10 Headings and Table of Contents 17 19 SECTION 6.11 Representations, Warranties and Agreements to Survive 17 19 SECTION 6.12 No Proceedings 17 19 SECTION 6.13 Accountant’s Letters 19 SECTION 6.14 Obligations of Purchaser 17 SECTION 6.14 Legal Fees Associated with Indemnification 17 Schedule 20 SCHEDULES SCHEDULE A Receivable Receivables Schedule EXHIBITS Exhibit EXHIBIT A Xxxx of Sale and Assignment EXHIBIT B Form of Retail Installment Sale Contract RECEIVABLES PURCHASE AGREEMENT This Receivables Purchase Agreement, dated as of July September 1, 20222011, is between CarMax Business Services, LLC, a Delaware limited liability company (“CarMax”), as seller (the “Seller”), and CarMax Auto Funding LLC, a Delaware limited liability company (“CarMax Funding”), as purchaser (the “Purchaser”).

Covenants of the Seller. SECTION 5.1 Protection of Right, Title and Interest in, to and Under the Receivables 12 15 SECTION 5.2 Security Interests 13 16 SECTION 5.3 Delivery of Payments 14 16 SECTION 5.4 No Impairment 14 17 SECTION 5.5 Costs and Expenses 14 17 SECTION 5.6 Hold Harmless 14 SECTION 5.7 Asset Representations Review 14 SECTION 5.8 Credit Risk Retention 14 Page 17 ARTICLE VI MISCELLANEOUS PROVISIONS SECTION 6.1 Amendment 15 17 SECTION 6.2 Termination 15 18 SECTION 6.3 Governing Law 16 18 Page SECTION 6.4 Notices 16 18 SECTION 6.5 Severability of Provisions 16 18 SECTION 6.6 Further Assurances 16 18 SECTION 6.7 No Waiver; Cumulative Remedies 16 18 SECTION 6.8 Counterparts and Electronic Signature 16 19 SECTION 6.9 Third-Party Beneficiaries 17 19 SECTION 6.10 Headings and Table of Contents 17 19 SECTION 6.11 Representations, Warranties and Agreements to Survive 17 19 SECTION 6.12 No Proceedings 17 19 SECTION 6.13 Accountant’s Letters 19 SECTION 6.14 Obligations of Purchaser 17 SECTION 6.14 Legal Fees Associated with Indemnification 17 20 SCHEDULES Schedule A Receivable Receivables Schedule EXHIBITS Exhibit A Xxxx of Sale and Assignment Exhibit B Form of Retail Installment Sale Contract RECEIVABLES PURCHASE AGREEMENT This Receivables Purchase Agreement, dated as of July February 1, 20222013, is between CarMax Business Services, LLC, a Delaware limited liability company (“CarMax”), as seller (the “Seller”), and CarMax Auto Funding LLC, a Delaware limited liability company (“CarMax Funding”), as purchaser (the “Purchaser”).

Covenants of the Seller. SECTION 5.1 Protection of Right, Title and Interest in, to and Under the Receivables 12 15 SECTION 5.2 Security Interests 13 16 SECTION 5.3 Delivery of Payments 14 16 SECTION 5.4 No Impairment 14 17 SECTION 5.5 Costs and Expenses 14 17 SECTION 5.6 Hold Harmless 14 SECTION 5.7 Asset Representations Review 14 SECTION 5.8 Credit Risk Retention 14 Page 17 ARTICLE VI MISCELLANEOUS PROVISIONS SECTION 6.1 Amendment 15 17 SECTION 6.2 Termination 15 18 SECTION 6.3 Governing Law 16 18 Page SECTION 6.4 Notices 16 18 SECTION 6.5 Severability of Provisions 16 18 SECTION 6.6 Further Assurances 16 18 SECTION 6.7 No Waiver; Cumulative Remedies 16 18 SECTION 6.8 Counterparts and Electronic Signature 16 19 SECTION 6.9 Third-Party Beneficiaries 17 19 SECTION 6.10 Headings and Table of Contents 17 19 SECTION 6.11 Representations, Warranties and Agreements to Survive 17 19 SECTION 6.12 No Proceedings 17 19 SECTION 6.13 Accountant’s Letters 19 SECTION 6.14 Obligations of Purchaser 17 SECTION 6.14 Legal Fees Associated with Indemnification 17 20 SCHEDULES Schedule A Receivable Receivables Schedule EXHIBITS Exhibit A Xxxx of Sale and Assignment Exhibit B Form of Retail Installment Sale Contract RECEIVABLES PURCHASE AGREEMENT This Receivables Purchase Agreement, dated as of July February 1, 20222014, is between CarMax Business Services, LLC, a Delaware limited liability company (“CarMax”), as seller (the “Seller”), and CarMax Auto Funding LLC, a Delaware limited liability company (“CarMax Funding”), as purchaser (the “Purchaser”).

Covenants of the Seller. SECTION 5.1 Protection of Right, Title and Interest in, to and Under the Receivables 12 15 SECTION 5.2 Security Interests 13 16 SECTION 5.3 Delivery of Payments 14 16 SECTION 5.4 No Impairment 14 17 SECTION 5.5 Costs and Expenses 14 17 SECTION 5.6 Hold Harmless 14 SECTION 5.7 Asset Representations Review 14 SECTION 5.8 Credit Risk Retention 14 Page 17 ARTICLE VI MISCELLANEOUS PROVISIONS SECTION 6.1 Amendment 15 17 SECTION 6.2 Termination 15 18 SECTION 6.3 Governing Law 16 18 Page SECTION 6.4 Notices 16 18 SECTION 6.5 Severability of Provisions 16 18 SECTION 6.6 Further Assurances 16 18 SECTION 6.7 No Waiver; Cumulative Remedies 16 18 SECTION 6.8 Counterparts and Electronic Signature 16 19 SECTION 6.9 Third-Party Beneficiaries 17 19 SECTION 6.10 Headings and Table of Contents 17 19 SECTION 6.11 Representations, Warranties and Agreements to Survive 17 19 SECTION 6.12 No Proceedings 17 19 SECTION 6.13 Accountant’s Letters 19 SECTION 6.14 Obligations of Purchaser 17 SECTION 6.14 Legal Fees Associated with Indemnification 17 20 SCHEDULES Schedule A Receivable Receivables Schedule EXHIBITS Exhibit A Xxxx of Sale and Assignment Exhibit B Form of Retail Installment Sale Contract RECEIVABLES PURCHASE AGREEMENT This Receivables Purchase Agreement, dated as of July May 1, 20222014, is between CarMax Business Services, LLC, a Delaware limited liability company (“CarMax”), as seller (the “Seller”), and CarMax Auto Funding LLC, a Delaware limited liability company (“CarMax Funding”), as purchaser (the “Purchaser”).

Covenants of the Seller. SECTION 5.1 Protection of Right, Title and Interest in, to and Under the Receivables 12 15 SECTION 5.2 Security Interests 13 16 SECTION 5.3 Delivery of Payments 14 16 SECTION 5.4 No Impairment 14 16 SECTION 5.5 Costs and Expenses 14 17 SECTION 5.6 Hold Harmless 14 SECTION 5.7 Asset Representations Review 14 SECTION 5.8 Credit Risk Retention 14 Page 17 ARTICLE VI MISCELLANEOUS PROVISIONS SECTION 6.1 Amendment 15 17 SECTION 6.2 Termination 15 18 SECTION 6.3 Governing Law 16 18 SECTION 6.4 Notices 16 18 SECTION 6.5 Severability of Provisions 16 18 Page SECTION 6.6 Further Assurances 16 18 SECTION 6.7 No Waiver; Cumulative Remedies 16 18 SECTION 6.8 Counterparts and Electronic Signature 16 18 SECTION 6.9 Third-Party Beneficiaries 17 19 SECTION 6.10 Headings and Table of Contents 17 19 SECTION 6.11 Representations, Warranties and Agreements to Survive 17 19 SECTION 6.12 No Proceedings 17 19 SECTION 6.13 Accountant’s Letters 19 SECTION 6.14 Obligations of Purchaser 17 SECTION 6.14 Legal Fees Associated with Indemnification 17 Schedule A Receivable 19 SCHEDULES SCHEDULEA Receivables Schedule EXHIBITS Exhibit A EXHIBITA Xxxx of Sale and Assignment EXHIBITB Form of Retail Installment Sale Contract RECEIVABLES PURCHASE AGREEMENT This Receivables Purchase Agreement, dated as of July April 1, 20222005, is between CarMax Business Services, LLC, a Delaware limited liability company (“CarMax”), as seller (the “Seller”), and CarMax Auto Funding LLC, a Delaware limited liability company (“CarMax Funding”), as purchaser (the “Purchaser”).

Covenants of the Seller. SECTION 5.1 Protection of Right, Title and Interest in, to and Under the Receivables 12 SECTION 5.2 Security Interests 13 SECTION 5.3 Delivery of Payments 14 13 SECTION 5.4 No Impairment 14 13 SECTION 5.5 Costs and Expenses 14 SECTION 5.6 Hold Harmless 14 SECTION 5.7 Asset Representations Review 14 SECTION 5.8 Credit Risk Retention 14 Page ARTICLE VI MISCELLANEOUS PROVISIONS Page SECTION 6.1 Amendment 15 14 SECTION 6.2 Termination 15 SECTION 6.3 Governing Law 16 15 SECTION 6.4 Notices 16 15 SECTION 6.5 Severability of Provisions 16 SECTION 6.6 Further Assurances 16 SECTION 6.7 No Waiver; Cumulative Remedies 16 SECTION 6.8 Counterparts and Electronic Signature 16 SECTION 6.9 Third-Party Beneficiaries 17 16 SECTION 6.10 Headings and Table of Contents 17 16 SECTION 6.11 Representations, Warranties and Agreements to Survive 17 16 SECTION 6.12 No Proceedings 17 SECTION 6.13 Obligations of Purchaser 17 SECTION 6.14 Legal Fees Associated with Indemnification 17 SCHEDULES Schedule A Receivable Schedule EXHIBITS Exhibit A Xxxx of Sale and Assignment RECEIVABLES PURCHASE AGREEMENT This Receivables Purchase Agreement, dated as of July 1[ ], 202220[ ], is between CarMax Business Services, LLC, a Delaware limited liability company (“CarMax”), as seller (the “Seller”), and CarMax Auto Funding LLC, a Delaware limited liability company (“CarMax Funding”), as purchaser (the “Purchaser”).

Covenants of the Seller. SECTION 5.1 Protection of Right, Title and Interest in, to and Under the Receivables 12 15 SECTION 5.2 Security Interests 13 16 SECTION 5.3 Delivery of Payments 14 16 SECTION 5.4 No Impairment 14 17 SECTION 5.5 Costs and Expenses 14 17 SECTION 5.6 Hold Harmless 14 SECTION 5.7 Asset Representations Review 14 SECTION 5.8 Credit Risk Retention 14 Page 17 ARTICLE VI MISCELLANEOUS PROVISIONS SECTION 6.1 Amendment 15 17 SECTION 6.2 Termination 15 18 SECTION 6.3 Governing Law 16 18 Page SECTION 6.4 Notices 16 18 SECTION 6.5 Severability of Provisions 16 18 SECTION 6.6 Further Assurances 16 18 SECTION 6.7 No Waiver; Cumulative Remedies 16 18 SECTION 6.8 Counterparts and Electronic Signature 16 19 SECTION 6.9 Third-Party Beneficiaries 17 19 SECTION 6.10 Headings and Table of Contents 17 19 SECTION 6.11 Representations, Warranties and Agreements to Survive 17 19 SECTION 6.12 No Proceedings 17 19 SECTION 6.13 Accountant’s Letters 19 SECTION 6.14 Obligations of Purchaser 17 SECTION 6.14 Legal Fees Associated with Indemnification 17 20 SCHEDULES Schedule A Receivable Receivables Schedule EXHIBITS Exhibit A Xxxx of Sale and Assignment Exhibit B Form of Retail Installment Sale Contract RECEIVABLES PURCHASE AGREEMENT This Receivables Purchase Agreement, dated as of July May 1, 20222013, is between CarMax Business Services, LLC, a Delaware limited liability company (“CarMax”), as seller (the “Seller”), and CarMax Auto Funding LLC, a Delaware limited liability company (“CarMax Funding”), as purchaser (the “Purchaser”).

Covenants of the Seller. SECTION 5.1 Section 5.01 Protection of Right, Title and Interest in, to and Under the Receivables 12 SECTION 5.2 Security 13 Section 5.02 Other Liens or Interests 13 SECTION 5.3 Delivery of Payments 14 SECTION 5.4 No Impairment 14 SECTION 5.5 Section 5.03 Costs and Expenses 14 SECTION 5.6 13 Section 5.04 Hold Harmless 13 ARTICLE VI. INDEMNIFICATION Section 6.01 Indemnification 14 SECTION 5.7 Asset Representations Review 14 SECTION 5.8 Credit Risk Retention 14 Page ARTICLE VI VII. MISCELLANEOUS PROVISIONS SECTION 6.1 Section 7.01 Obligations of Seller 14 Section 7.02 Repurchase Events 14 Section 7.03 Depositor Assignment of Repurchased Receivables 15 Section 7.04 Transfer to the Issuer 15 Section 7.05 Amendment 15 SECTION 6.2 Termination 15 SECTION 6.3 Governing Law Section 7.06 Waivers 16 SECTION 6.4 Section 7.07 Notices 16 SECTION 6.5 Severability Section 7.08 Costs and Expenses 16 Section 7.09 Representations of Provisions the Seller and the Depositor 16 SECTION 6.6 Further Assurances Section 7.10 Confidential Information 16 SECTION 6.7 No Waiver; Cumulative Remedies 16 SECTION 6.8 Counterparts and Electronic Signature 16 SECTION 6.9 Third-Party Beneficiaries 17 SECTION 6.10 Section 7.11 Headings and Table of Contents Cross-References 16 TABLE OF CONTENTS (continued) Page Section 7.12 GOVERNING LAW 16 Section 7.13 Counterparts 17 SECTION 6.11 Representations, Warranties and Agreements to Survive Section 7.14 Third Party Beneficiary 17 SECTION 6.12 Section 7.15 No Proceedings 17 SECTION 6.13 Obligations Section 7.16 Nonpetition Covenant 17 SCHEDULE I Schedule of Purchaser 17 SECTION 6.14 Legal Fees Associated with Indemnification 17 Receivables I-1 SCHEDULE II Receivable File Schedule A Receivable Schedule EXHIBITS Exhibit A Xxxx of Sale and Assignment II-1 SCHEDULE III Reconveyance Agreements III-1 SCHEDULE IV Conduit Documents IV-1 RECEIVABLES PURCHASE AGREEMENT This Receivables Purchase Agreement, dated as of July 1May 13, 2022, is 2010 between CarMax Business Services, LLCHYUNDAI CAPITAL AMERICA, a Delaware limited liability company (“CarMax”)California corporation, as seller (the “Seller”), and CarMax Auto Funding LLCHYUNDAI ABS FUNDING CORPORATION, a Delaware limited liability company (“CarMax Funding”)corporation, as purchaser depositor (the “PurchaserDepositor”).

Covenants of the Seller. SECTION 5.1 Protection of Right, Title and Interest in, to and Under the Receivables 12 15 SECTION 5.2 Security Interests 13 16 SECTION 5.3 Delivery of Payments 14 17 SECTION 5.4 No Impairment 14 17 SECTION 5.5 Costs and Expenses 14 17 SECTION 5.6 Hold Harmless 14 SECTION 5.7 Asset Representations Review 14 SECTION 5.8 Credit Risk Retention 14 Page 17 ARTICLE VI MISCELLANEOUS PROVISIONS SECTION 6.1 Amendment 15 17 SECTION 6.2 Termination 15 18 SECTION 6.3 Governing Law 16 18 SECTION 6.4 Notices 16 18 SECTION 6.5 Severability of Provisions 16 18 Page SECTION 6.6 Further Assurances 16 18 SECTION 6.7 No Waiver; Cumulative Remedies 16 19 SECTION 6.8 Counterparts and Electronic Signature 16 19 SECTION 6.9 Third-Party Beneficiaries 17 19 SECTION 6.10 Headings and Table of Contents 17 19 SECTION 6.11 Representations, Warranties and Agreements to Survive 17 19 SECTION 6.12 No Proceedings 17 19 SECTION 6.13 Accountant's Letters 19 SECTION 6.14 Obligations of Purchaser 17 SECTION 6.14 Legal Fees Associated with Indemnification 17 Schedule 20 SCHEDULE A Receivable Receivables Schedule EXHIBITS Exhibit EXHIBIT A Xxxx of Sale and Assignment EXHIBIT B Form of Retail Installment Sale Contract RECEIVABLES PURCHASE AGREEMENT This Receivables Purchase Agreement, dated as of July January 1, 20222008, is between CarMax Business Services, LLC, a Delaware limited liability company (“CarMax”), as seller (the “Seller”), and CarMax Auto Funding LLC, a Delaware limited liability company (“CarMax Funding”), as purchaser (the “Purchaser”).

Covenants of the Seller. SECTION 5.1 Protection of Right, Title and Interest in, to and Under the Receivables 12 15 SECTION 5.2 Security Interests 13 16 SECTION 5.3 Delivery of Payments 14 17 SECTION 5.4 No Impairment 14 17 SECTION 5.5 Costs and Expenses 14 17 SECTION 5.6 Hold Harmless 14 SECTION 5.7 Asset Representations Review 14 SECTION 5.8 Credit Risk Retention 14 Page 17 ARTICLE VI MISCELLANEOUS PROVISIONS SECTION 6.1 Amendment 15 17 SECTION 6.2 Termination 15 18 SECTION 6.3 Governing Law 16 18 SECTION 6.4 Notices 16 18 SECTION 6.5 Severability of Provisions 16 18 SECTION 6.6 Further Assurances 16 18 SECTION 6.7 No Waiver; Cumulative Remedies 16 19 SECTION 6.8 Counterparts and Electronic Signature 16 19 SECTION 6.9 Third-Party Beneficiaries 17 19 SECTION 6.10 Headings and Table of Contents 17 19 SECTION 6.11 Representations, Warranties and Agreements to Survive 17 19 SECTION 6.12 No Proceedings 17 19 SECTION 6.13 Accountant’s Letters 19 SECTION 6.14 Obligations of Purchaser 17 SECTION 6.14 Legal Fees Associated with Indemnification 17 Schedule 20 SCHEDULES SCHEDULE A Receivable Receivables Schedule EXHIBITS Exhibit EXHIBIT A Xxxx of Sale and Assignment EXHIBIT B Form of Retail Installment Sale Contract RECEIVABLES PURCHASE AGREEMENT This Receivables Purchase Agreement, dated as of July September 1, 20222007, is between CarMax Business Services, LLC, a Delaware limited liability company (“CarMax”), as seller (the “Seller”), and CarMax Auto Funding LLC, a Delaware limited liability company (“CarMax Funding”), as purchaser (the “Purchaser”).

Covenants of the Seller. SECTION 5.1 Protection of Right, Title and Interest in, to and Under the Receivables 12 15 SECTION 5.2 Security Interests 13 16 SECTION 5.3 Delivery of Payments 14 17 SECTION 5.4 No Impairment 14 17 SECTION 5.5 Costs and Expenses 14 17 SECTION 5.6 Hold Harmless 14 SECTION 5.7 Asset Representations Review 14 SECTION 5.8 Credit Risk Retention 14 Page 17 ARTICLE VI MISCELLANEOUS PROVISIONS SECTION 6.1 Amendment 15 17 SECTION 6.2 Termination 15 18 SECTION 6.3 Governing Law 16 18 SECTION 6.4 Notices 16 18 SECTION 6.5 Severability of Provisions 16 18 Page SECTION 6.6 Further Assurances 16 18 SECTION 6.7 No Waiver; Cumulative Remedies 16 19 SECTION 6.8 Counterparts and Electronic Signature 16 19 SECTION 6.9 Third-Party Beneficiaries 17 19 SECTION 6.10 Headings and Table of Contents 17 19 SECTION 6.11 Representations, Warranties and Agreements to Survive 17 19 SECTION 6.12 No Proceedings 17 19 SECTION 6.13 Accountant’s Letters 19 SECTION 6.14 Obligations of Purchaser 17 SECTION 6.14 Legal Fees Associated with Indemnification 17 Schedule 20 SCHEDULES SCHEDULE A Receivable Receivables Schedule EXHIBITS Exhibit EXHIBIT A Xxxx of Sale and Assignment EXHIBIT B Form of Retail Installment Sale Contract RECEIVABLES PURCHASE AGREEMENT This Receivables Purchase Agreement, dated as of July February 1, 20222010, is between CarMax Business Services, LLC, a Delaware limited liability company (“CarMax”), as seller (the “Seller”), and CarMax Auto Funding LLC, a Delaware limited liability company (“CarMax Funding”), as purchaser (the “Purchaser”).

Covenants of the Seller. SECTION 5.1 Protection of Right, Title and Interest in, to and Under the Receivables 12 15 SECTION 5.2 Security Interests 13 16 SECTION 5.3 Delivery of Payments 14 16 SECTION 5.4 No Impairment 14 17 SECTION 5.5 Costs and Expenses 14 17 SECTION 5.6 Hold Harmless 14 SECTION 5.7 Asset Representations Review 14 SECTION 5.8 Credit Risk Retention 14 Page 17 ARTICLE VI MISCELLANEOUS PROVISIONS SECTION 6.1 Amendment 15 17 SECTION 6.2 Termination 15 18 SECTION 6.3 Governing Law 16 18 SECTION 6.4 Notices 16 18 SECTION 6.5 Severability of Provisions 16 18 Page SECTION 6.6 Further Assurances 16 18 SECTION 6.7 No Waiver; Cumulative Remedies 16 18 SECTION 6.8 Counterparts and Electronic Signature 16 19 SECTION 6.9 Third-Party Beneficiaries 17 19 SECTION 6.10 Headings and Table of Contents 17 19 SECTION 6.11 Representations, Warranties and Agreements to Survive 17 19 SECTION 6.12 No Proceedings 17 19 SECTION 6.13 Accountant’s Letters 19 SECTION 6.14 Obligations of Purchaser 17 SECTION 6.14 Legal Fees Associated with Indemnification 17 Schedule 19 SCHEDULES SCHEDULE A Receivable Receivables Schedule EXHIBITS Exhibit EXHIBIT A Xxxx of Sale and Assignment EXHIBIT B Form of Retail Installment Sale Contract RECEIVABLES PURCHASE AGREEMENT This Receivables Purchase Agreement, dated as of July October 1, 20222004, is between CarMax Business ServicesAuto Superstores, LLCInc., a Delaware limited liability company Virginia corporation (“CarMax”), as seller (the “Seller”), and CarMax Auto Funding LLC, a Delaware limited liability company (“CarMax Funding”), as purchaser (the “Purchaser”).

Covenants of the Seller. SECTION 5.1 Protection of Right, Title and Interest in, to and Under the Receivables 12 15 SECTION 5.2 Security Interests 13 16 SECTION 5.3 Delivery of Payments 14 17 SECTION 5.4 No Impairment 14 17 SECTION 5.5 Costs and Expenses 14 17 SECTION 5.6 Hold Harmless 14 SECTION 5.7 Asset Representations Review 14 SECTION 5.8 Credit Risk Retention 14 Page 17 ARTICLE VI MISCELLANEOUS PROVISIONS SECTION 6.1 Amendment 15 17 SECTION 6.2 Termination 15 18 SECTION 6.3 Governing Law 16 18 SECTION 6.4 Notices 16 18 SECTION 6.5 Severability of Provisions 16 18 Page SECTION 6.6 Further Assurances 16 18 SECTION 6.7 No Waiver; Cumulative Remedies 16 18 SECTION 6.8 Counterparts and Electronic Signature 16 19 SECTION 6.9 Third-Party Beneficiaries 17 19 SECTION 6.10 Headings and Table of Contents 17 19 SECTION 6.11 Representations, Warranties and Agreements to Survive 17 19 SECTION 6.12 No Proceedings 17 19 SECTION 6.13 Accountant’s Letters 19 SECTION 6.14 Obligations of Purchaser 17 SECTION 6.14 Legal Fees Associated with Indemnification 17 Schedule 20 SCHEDULES SCHEDULE A Receivable Receivables Schedule EXHIBITS Exhibit EXHIBIT A Xxxx of Sale and Assignment EXHIBIT B Form of Retail Installment Sale Contract RECEIVABLES PURCHASE AGREEMENT This Receivables Purchase Agreement, dated as of July February 1, 20222007, is between CarMax Business Services, LLC, a Delaware limited liability company (“CarMax”), as seller (the “Seller”), and CarMax Auto Funding LLC, a Delaware limited liability company (“CarMax Funding”), as purchaser (the “Purchaser”).

Covenants of the Seller. SECTION 5.1 Protection of Right, Title and Interest in, to and Under the Receivables 12 15 SECTION 5.2 Security Interests 13 16 SECTION 5.3 Delivery of Payments 14 16 SECTION 5.4 No Impairment 14 17 SECTION 5.5 Costs and Expenses 14 17 SECTION 5.6 Hold Harmless 14 SECTION 5.7 Asset Representations Review 14 SECTION 5.8 Credit Risk Retention 14 Page 17 ARTICLE VI MISCELLANEOUS PROVISIONS SECTION 6.1 Amendment 15 17 SECTION 6.2 Termination 15 18 SECTION 6.3 Governing Law 16 18 Page SECTION 6.4 Notices 16 18 SECTION 6.5 Severability of Provisions 16 18 SECTION 6.6 Further Assurances 16 18 SECTION 6.7 No Waiver; Cumulative Remedies 16 18 SECTION 6.8 Counterparts and Electronic Signature 16 19 SECTION 6.9 Third-Party Beneficiaries 17 19 SECTION 6.10 Headings and Table of Contents 17 19 SECTION 6.11 Representations, Warranties and Agreements to Survive 17 19 SECTION 6.12 No Proceedings 17 19 SECTION 6.13 Accountant’s Letters 19 SECTION 6.14 Obligations of Purchaser 17 SECTION 6.14 Legal Fees Associated with Indemnification 17 20 Schedule A Receivable Receivables Schedule EXHIBITS Exhibit A Xxxx of Sale and Assignment Exhibit B Form of Retail Installment Sale Contract RECEIVABLES PURCHASE AGREEMENT This Receivables Purchase Agreement, dated as of July August 1, 20222014, is between CarMax Business Services, LLC, a Delaware limited liability company (“CarMax”), as seller (the “Seller”), and CarMax Auto Funding LLC, a Delaware limited liability company (“CarMax Funding”), as purchaser (the “Purchaser”).