Common use of Accounts Clause in Contracts

Accounts. (a) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account. (b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the

Accounts. (a) The Servicer shall establish, on On or before prior to the Closing Effective Date, and maintain the Borrower shall establish each Account in the name of the Indenture Trustee at an Eligible Institution (which Borrower and each Account shall initially be a segregated, non-interest bearing trust account established with the Securities Intermediary) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be Funds held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon applied by the terms Collateral Agent pursuant to Section 8.3 and conditions the applicable Monthly Report. If at any time a Responsible Officer of the Transaction Documents. If the Servicer is required Collateral Agent obtains actual knowledge that any Account ceases to remit collections on a daily basis pursuant be an Eligible Account (with notice to the first sentence Collateral Manager, the Agent and each Lender Agent), then the Borrower shall cause the Collateral Manager to transfer such account to another institution such that such account shall meet the requirements of Section 4.2an Eligible Account. Except as set forth below, all amounts on deposit in the Unfunded Exposure Account may be withdrawn at the direction of the Borrower or at the direction of the Collateral Manager (i) to fund any draw requests of the relevant Obligors under any Variable Funding Asset, or (ii) to make a deposit into the Collections Account as Principal Collections if, after giving effect to such withdrawal, the aggregate amount on deposit in the Unfunded Exposure Account is equal to or greater than the Aggregate Unfunded Amount. Following the Facility Termination Date, the Borrower shall cause the Collateral Manager to forward any draw request made by an Obligor under a Variable Funding Asset, along with wiring instructions for the applicable Obligor, to the Collateral Agent (with a copy to the Agent and each Lender Agent) along with a written instruction to the Collateral Agent to withdraw the applicable amount from the Unfunded Exposure Account and a certification that the conditions to fund such draw are satisfied, and the Collateral Agent shall fund such draw request in accordance with such instructions from the Collateral Manager. Following the end of the Revolving Period, if the Borrower shall receive any Principal Collections from an Obligor with respect to a Variable Funding Asset and, as of the date of such receipt (and after taking into account such repayment), the aggregate amount on deposit in the Unfunded Exposure Account is less than the Aggregate Unfunded Amount (the amount of such shortfall, in each case, the “Unfunded Exposure Shortfall”), the Borrower shall cause the Collateral Manager to direct the Collateral Agent to and the Collateral Agent shall deposit into the Unfunded Exposure Account an amount of such Principal Collections equal to the lesser of (a) the aggregate amount of such Principal Collections and (b) the Unfunded Exposure Shortfall. (b) All amounts held in the Collection any Account shall, to the extent permitted by applicable law, rules and regulationsApplicable Laws, be investedinvested by the Collateral Agent, as directed by the Collateral Manager in writing by (or, if the ServicerCollateral Manager fails to provide such direction, by the bank or trust company then maintaining the Collection Account such amounts shall remain uninvested), in Permitted Investments that mature (i) with respect to the Collection Account, not later than the one Business Day preceding prior to the Distribution Date following for the Collection Period during to which such amounts relate and (ii) with respect to the Unfunded Exposure Account, on the immediately following Business Day. Any such written direction shall certify that any such investment is madeauthorized by this Section 8.1. Each The Borrower, the Collateral Manager on behalf of the Permitted Borrower and the Agent each agrees that it shall not give any instruction to invest such funds other than in accordance with, or subject to an exemption from, the Retention Requirements. Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such in Permitted Investments shall be held to maturity. If the Collection Account is no longer maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account. (b) The Servicer shall establish, on or before the Closing Date, and maintain made in the name of the Indenture Trustee at an Eligible Institution (which Collateral Agent, and, except as specifically required below, such investments shall initially not be sold or disposed of prior to their maturity. If any amounts are needed for disbursement from the Securities Intermediary) Collection Account and sufficient uninvested funds are not available therein to make such disbursement, the Collateral Agent shall cause to be sold or otherwise converted to cash a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit sufficient amount of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee investments in writing such account to make withdrawals from the Note Payment Account such disbursement in accordance with and upon the written direction of the Collateral Manager or, if the Collateral Manager shall fail to give such direction, the Agent. The Collateral Agent shall, upon written request, provide the Agent with all information in its possession regarding transfer into and out of the Collection Account (including, but not limited to, the identity of the counterparty making or receiving such transfer). In no event shall the Collateral Agent be liable for the selection of any investments or any losses in connection therewith, or for any failure of the Collateral Manager or the Agent, as applicable, to timely provide investment instruction to the Collateral Agent. The Collateral Agent and its Affiliates shall be permitted to receive additional compensation that could be deemed to be in the Collateral Agent’s economic self-interest for (i) serving as investment adviser, administrator, shareholder, servicing agent, custodian or sub-custodian with respect to certain of the Permitted Investments, (ii) using affiliates to effect transactions in certain Permitted Investments, and (iii) effecting transactions in certain investments. Such compensation shall not be considered an amount that is reimbursable or payable pursuant to this Agreement Agreement. (c) Neither the Borrower nor the Collateral Manager shall have any rights of direction or withdrawal, with respect to amounts held in the Collection Account, except to the extent explicitly set forth in Section 7.5(j), Section 8.1(a), Section 8.1(b), Section 8.2, Section 8.3(b) or Section 10.16. Subject to the other provisions hereof, the Collateral Agent shall have sole Control (within the meaning of the UCC) over each Account and each such investment and the Indentureincome thereon, and any certificate or other instrument evidencing any such investment, if any, shall be delivered to the Collateral Agent or its agent, together with each document of transfer, if any, necessary to transfer title to such investment to the Collateral Agent in a manner that complies with this Section 8.1. All monies interest, dividends, gains upon sale and other income from, or earnings on, investments of funds in the Accounts shall be deposited or transferred to the Collection Account and distributed pursuant to Section 8.3(a). (d) The Equityholder may, from time to time in its sole discretion (x) transfer to the Note Payment Collateral Agent for deposit amounts into the Principal Collection Account pursuant and/or (y) transfer Eligible Collateral Obligations as equity contributions to the Borrower for deposit in the Custodial Account. All such amounts will be included in each applicable compliance calculation under this Agreement as Principal Collections, including, without limitation, calculation of the Borrowing Base. (e) Notwithstanding any provision of the Transaction Documents to the contrary, if any Borrowing Base Deficiency exists, then the Borrower may eliminate such Borrowing Base Deficiency in its entirety by effecting one or more (or any combination thereof) of the following actions: (A) deposit into or credit to the Collection Account cash and Permitted Investments, (B) repay Loans, (C) sell Collateral Obligations in accordance with Section 7.10, or (D) pledge additional Collateral Obligations as Collateral; provided that, for the Indenture avoidance of doubt, any such additional Collateral Obligation that has the same CUSIP or security identifier of an Eligible Collateral Obligation shall be held deemed an Eligible Collateral Obligation and unless such Eligible Collateral Obligation is subject to an Evaluation Event, an Approval Notice in connection with such additional Collateral Obligation shall be deemed received by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and theBorrower for all purposes hereunder.

Accounts. (a) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Amount is reduced to zero, which is designated the “Trust Collection Account”. The Servicer shall establishServicer, on or before behalf of the Closing DateNoteholders, shall establish and maintain with the Indenture Trustee and in the name of the Indenture Trustee at an Eligible Institution (which shall initially be Issuing Entity, the Securities Intermediary) a segregated trust account designated as the Trust Collection Account (bearing a designation clearly indicating that the “Collection Account”). The Collection Account shall be funds on deposit therein are held in trust for the benefit of the Noteholders, and the Certificateholders. The Trust Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that Trustee until the Servicer may make deposits Outstanding Note Amount has been reduced to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Accountzero. (b) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee) until the Outstanding Note Balance is reduced to zero, which is designated as the “Principal Distribution Account.” The Servicer shall establishServicer, on or before behalf of the Closing DateNoteholders, shall establish and maintain with the Indenture Trustee and in the name of the Indenture Trustee at an Eligible Institution (which shall initially be Issuing Entity, the Securities Intermediary) Principal Distribution Account bearing a segregated trust account designated as designation clearly indicating that the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be funds on deposit therein are held in trust for the benefit of the Noteholders. The Note Payment Principal Distribution Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to zero. (c) There shall be established and there shall be maintained an Eligible Account (initially at the Indenture Trustee; provided) until the Outstanding Note Balance is reduced to zero, howeverwhich is designated as the “Reserve Account.” The Servicer, that on behalf of the Servicer may make deposits to Noteholders, shall establish and direct maintain with the Indenture Trustee and in writing the name of the Issuing Entity, the Reserve Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Noteholders. The Reserve Account shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Note Amount has been reduced to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. zero. (d) All monies deposited from time to time in the Note Payment Account Accounts pursuant to this Agreement and Indenture or the Indenture other Transaction Documents shall be held by the Indenture Trustee as part of the Trust Property Collateral and shall be applied to the purposes herein provided; provided, that on each Determination Date all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Accounts shall be deposited into the Trust Collection Account and shall be deemed to constitute a portion of Available Funds for the related Payment Date. If any Account shall cease to be an Eligible Account, the Servicer (upon written notice from the Indenture Trustee that such account no longer qualifies), until the Outstanding Note Amount has been reduced to zero, shall, as provided in this Agreement necessary, assist the Administrator within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) to establish a new Account at an institution at which it shall be an Eligible Account and theshall cause the Indenture Trustee to transfer any cash and/or any investments to such new Account.

Accounts. (a) The Servicer shall On the date of the creation of the first SUBI, the Titling Trustee will establish, on or before and for so long as may be required by the Closing Dateprovisions of any SUBI Supplement, the Titling Trustee will maintain with respect to the UTI the UTI Collection Account and maintain Lease Funding Account (collectively, the "UTI Accounts") described in Section 7.01(a) of the Titling Trust Agreement. All amounts that are held in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Collection Account (the “Collection Account”). The UTI Collection Account shall be held invested in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account Permitted Investments in accordance with Section 12.02 of this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time UTI Supplement until distributed or otherwise applied in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer maintained at an Eligible Institution, the Servicer shall, accordance with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days Titling Trust Agreement or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Accountthis UTI Supplement. (b) The Servicer UTI Accounts shall establishrelate solely to the UTI and the UTI Portfolio and any funds held therein shall not be commingled with any other monies, on except as otherwise provided for or before the Closing Date, and maintain contemplated in the name Titling Trust Agreement as supplemented by this UTI Supplement. SUBI Accounts established pursuant to any SUBI Supplement shall relate solely to the respective SUBI's and SUBI Portfolios. The Titling Trustee, as directed by the Servicer, will account for and record separately all proceeds that are received by the Titling Trustee relating to each of the Indenture Titling Trustee at an Eligible Institution Accounts from the Titling Trust Assets. (which c) For so long as TMCC shall initially be the Securities Intermediary) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; providedServicer, however, that the Servicer and the Titling Trustee may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account any remittances pursuant to this Agreement Article net of amounts to be distributed to such remitting party from the Lease Funding Account or the UTI Collection Account. In particular, unless otherwise specified in any SUBI Supplement, advances by the UTI Beneficiary or the Servicer with respect to the funding of Contracts or the payment of Titling Trust Expenses, and the Indenture reimbursement of such advances from collections on the Contracts, the proceeds of any Securitized Financing or otherwise, will not require deposit of funds into the Lease Funding Account or UTI Collection Account, and may in each case be made by using funds that have been commingled with other funds. Nonetheless, each such party shall be held by the Indenture Trustee as part account for all of the Trust Property above described remittances and shall be applied distributions as provided in this Agreement and theif the amounts were deposited and/or transferred separately rather than on a net basis.

Accounts. (a) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIndenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, Noteholders and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at an Eligible Institutionthe Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account. (b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and thean

Accounts. (a) The Servicer shall establish, on or before Prior to the Closing Date, and maintain the Issuer shall open or cause to be opened with the Securities Intermediary located at the Indenture Trustee’s office located at the Corporate Trust Office, or at another Eligible Institution, one or more segregated trust accounts in the Indenture Trustee’s name for the deposit of Securitization Charge Collections (including estimated Securitization Charge Collections) and all other amounts received with respect to the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Collection Account Securitization Bond Collateral (the “Collection Account”). The Issuer shall also open or cause to be opened with the Securities Intermediary located at the Indenture Trustee’s office located at the Corporate Trust Office, or at another Eligible Institution, a capital account in the Indenture Trustee’s name for the deposit of the capital contribution by DTE Electric equal to the Required Capital Level (the “Capital Account”). There shall be established by the Indenture Trustee in respect of the Collection Account two subaccounts: a general subaccount (the “General Subaccount”); and an excess funds subaccount (the “Excess Funds Subaccount” and, together with the General Subaccount, the “Subaccounts”)). For administrative purposes, the Subaccounts may be established by the Securities Intermediary as separate accounts. Such separate accounts will be recognized individually as a Subaccount and collectively as the “Collection Account”. Prior to or concurrently with the issuance of the Securitization Bonds, the Member shall deposit into the Capital Account an amount equal to the Required Capital Level. All amounts in the Collection Account not allocated to any other subaccount shall be allocated to the General Subaccount. Prior to the initial Payment Date, all amounts in the Collection Account (other than funds deposited into the Capital Account up to the Required Capital Level) shall be allocated to the General Subaccount. All references to the Collection Account shall be held in trust for deemed to include reference to all subaccounts contained therein. Withdrawals from and deposits to the benefit Accounts and each of the Noteholders, and foregoing subaccounts of the Certificateholders. The Collection Account shall be made as set forth in Section 8.02(d) and Section 8.02(e). Each Account shall at all times be maintained in an Eligible Account and will be under the sole dominion and exclusive control of the Indenture Trustee; provided, howeverthrough the Securities Intermediary, that the Servicer may make deposits to and direct only the Indenture Trustee shall have access to each Account for the purpose of making deposits in writing to make and withdrawals from the Collection applicable Account in accordance with this Agreement, the Indenture and the Trust AgreementIndenture. Funds in each Account shall not be commingled with any other moneys. All monies moneys deposited from time to time in the Collection Account each Account, all deposits therein pursuant to this Agreement Indenture and all investments made in Eligible Investments as directed in writing by the Issuer with such moneys, including all income or other gain from such investments, shall be held by the Indenture Trustee Securities Intermediary in such Account as part of the Trust Property Securitization Bond Collateral as herein provided. The Indenture Trustee shall have no investment discretion. Absent written instructions to invest, funds shall remain uninvested. The Securities Intermediary shall have no liability in respect of losses incurred as a result of the liquidation of any Eligible Investment prior to its stated maturity or its date of redemption or the failure of the Issuer or the Servicer to provide timely written investment direction. (b) The Securities Intermediary hereby confirms that (i) each of the Collection Account and the Capital Account is, or at inception will be established as, a “securities account” as such term is defined in Section 8-501(a) of the UCC, (ii) it is a “securities intermediary” (as such term is defined in Section 8-102(a)(14) of the UCC) and is acting in such capacity with respect to such accounts, (iii) the Indenture Trustee for the benefit of the Secured Parties is the sole “entitlement holder” (as such term is defined in Section 8-102(a)(7) of the UCC) with respect to such accounts and (iv) no other Person shall have the right to give “entitlement orders” (as such term is defined in Section 8-102(a)(8)) with respect to such accounts. The Securities Intermediary hereby further agrees that each item of property (whether investment property, financial asset, security, instrument or cash) received by it will be credited to the Collection Account or the Capital Account. Such property, other than cash, shall be treated by it as a “financial asset” within the meaning of Section 8-102(a)(9) of the UCC. The Indenture Trustee shall hold any Securitization Bond Collateral consisting of money in the Collection Account or the Capital Account and hereby confirms that for such purpose, each of the Collection Account and the Capital Account is a “deposit account” within the meaning of Section 9-102(a)(29) of the UCC. The Indenture Trustee further confirms that for purposes of perfecting the security interest in such deposit account, it shall act as the “bank” within the meaning of Section 9-102(a)(8) of the UCC. Notwithstanding anything to the contrary, the State of New York shall be deemed to be the jurisdiction of the Securities Intermediary for purposes of Section 8-110(e) of the UCC and of the Indenture Trustee acting as the “bank” for purposes of Section 9-304(a) of the UCC, and the Collection Account and the Capital Account (as well as the securities entitlements related thereto) shall be governed by the laws of the State of New York. The Securities Intermediary represents and agrees that (i) the “account agreement” (within the meaning of the Hague Securities Convention) establishing the Collection Account and the Capital Account are governed by the law of the State of New York and that the law of the State of New York shall govern all issues specified in Article 2(1) of the Hague Securities Convention and (ii) at the time of entry of such account agreement, the Securities Intermediary had one or more offices (within the meaning of the Hague Securities Convention) in the United States of America which satisfies the criteria provided in Article 4(1)(a) or (b) of the Hague Securities Convention. (c) The Indenture Trustee shall have sole dominion and exclusive control over all moneys in the Collection Account and the Capital Account through the Securities Intermediary and shall be applied apply such amounts therein as provided in this Section 8.02. (d) Securitization Charge Collections (including Estimated Securitization Charge Collections) shall be deposited in the General Subaccount as provided in Section 6.11 of the Servicing Agreement. All deposits to and withdrawals from the Collection Account and the Capital Account, all allocations to the subaccounts of the Collection Account and any amounts to be paid to the Servicer under Section 8.02(e) shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee in accordance with the written instructions provided by the Servicer in the Monthly Servicer’s Certificates or through an Affiliate the Semi-Annual Servicer’s Certificate or upon other written notice provided by the Servicer pursuant to Section 6.11 of the Servicing Agreement, as applicable. (e) On each Payment Date, the Paying Agent shall apply all amounts on deposit in the Collection Account, including all Investment Earnings thereon, in accordance with the Semi-Annual Servicer’s Certificate, in the following priority: (i) amounts owed by the Issuer to the Indenture Trustee. All such Permitted Investments Trustee (including legal fees and expenses and outstanding indemnity amounts) shall be held paid to maturity. If the Collection Account is no longer maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly Trustee (and subject to Section 6.07) in any case within ten (10) calendar days or such longer period an amount not to exceed thirty $250,000 per annum (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the “Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account. (b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Note Payment Account (the “Note Payment AccountCap”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer Indenture Trustee Cap shall be disregarded and inapplicable following an Event of Default; (ii) the Servicing Fee with respect to such Payment Date and all unpaid Servicing Fees for prior Payment Dates shall be paid to the Servicer; (iii) the Administration Fee for such Payment Date shall be paid to the Administrator and the Independent Manager Fee for such Payment Date shall be paid to the Independent Manager, and in each case with any unpaid Administration Fees or Independent Manager Fees from prior Payment Dates; (iv) all other ordinary and periodic Operating Expenses of the Issuer for such Payment Date not described above shall be paid to the parties to which such Operating Expenses are owed; (v) Periodic Interest for such Payment Date, including any overdue Periodic Interest, with respect to the Securitization Bonds shall be paid to the Holders of Securitization Bonds; (vi) principal due and payable on the Securitization Bonds as a result of an acceleration upon an Event of Default or on the Final Maturity Date of each Tranche of the Securitization Bonds shall be paid to the Holders of Securitization Bonds; (vii) Periodic Principal for such Payment Date, in accordance with the Expected Amortization Schedule, including any overdue Periodic Principal, with respect to the Securitization Bonds shall be paid to the Holders of Securitization Bonds, pro rata if there is a deficiency; (viii) any other unpaid Operating Expenses (including fees, expenses and indemnity amounts owed to the Indenture Trustee but unpaid due to the limitation in Section 8.02(e)(i)) and any remaining amounts owed pursuant to the Basic Documents shall be paid to the parties to which such Operating Expenses or remaining amounts are owed; (ix) replenishment of the amount, if any, by which the Required Capital Level exceeds the amount in the Capital Account as of such Payment Date shall be allocated to the Capital Account; (x) the Return on Invested Capital then due and payable, and any related taxes thereon, shall be paid to DTE Electric; and (xi) the balance, if any, shall be allocated to the Excess Funds Subaccount for distribution on subsequent Payment Dates. After the Securitization Bonds have been Paid in Full and discharged, and all of the other foregoing amounts have been paid in full, including without limitation, amounts due and payable to the Indenture Trustee under the Indenture or otherwise, the balance of the Collection Account, if any, will be paid to the Issuer, free from the Lien of the Indenture. All payments to the Holders of the Securitization Bonds pursuant to Section 8.02(e)(v), Section 8.02(e)(vi) and Section 8.02(e)(vii) shall be made to such Holders pro rata based on the respective amounts of interest and/or principal owed, unless, in the case of Securitization Bonds comprised of two or more Tranches, the Series Supplement provides otherwise. Payments in respect of principal of and premium, if any, and interest on any Tranche of Securitization Bonds will be made on a pro rata basis among all the Holders of such Tranche. In the case of an Event of Default, then, in accordance with Section 5.04(c), in respect of any application of moneys pursuant to Section 8.02(e)(v) or Section 8.02(e)(vi), moneys will be applied pursuant to Section 8.02(e)(v) and Section 8.02(e)(vi), as the case may make deposits be, in such order, on a pro rata basis, based upon the interest or the principal owed. (f) With respect to any Operating Expense payable by the Issuer pursuant to Section 8.02(e)(i), Section 8.02(e)(ii), Section 8.02(e)(iii) and Section 8.02(e)(iv) that will become due and payable prior to the next Payment Date, the Administrator, on any Business Day, may direct the Indenture Trustee in writing to make withdrawals remit payment of such Operating Expense, in the amount specified in the written direction, on or before the date such payment is due, from amounts on deposit in the Note Payment Account in accordance with this Agreement General Subaccount, the Excess Funds Subaccount and the Indenture. All monies deposited from time to time Capital Account, in that order, all as specified in the Note Payment Account pursuant written direction to this Agreement and the Indenture shall be held Trustee. (g) If on any Payment Date, or, for any amounts payable under Section 8.02(e)(i), Section 8.02(e)(ii), Section 8.02(e)(iii) and Section 8.02(e)(iv), on any Business Day, funds deposited in the General Subaccount are insufficient to make the payments contemplated by Section 8.02(e)(i), Section 8.02(e)(ii), Section 8.02(e)(iii), Section 8.02(e)(iv), Section 8.02(e)(v), Section 8.02(e)(vi), Section 8.02(e)(vii) and Section 8.02(e)(viii), the Indenture Trustee as part (at the direction of the Trust Property Administrator) shall (i) first, draw from amounts on deposit in the Excess Funds Subaccount, and (ii) second, draw from amounts on deposit in the Capital Account, in each case, up to the amount of such shortfall in order to make the payments contemplated by Section 8.02(e)(i), Section 8.02(e)(ii), Section 8.02(e)(iii), Section 8.02(e)(iv), Section 8.02(e)(v), Section 8.02(e)(vi), Section 8.02(e)(vii) and Section 8.02(e)(viii). In addition, if on any Payment Date funds on deposit in the General Subaccount are insufficient to make the allocations contemplated by Section 8.02(e)(ix), the Indenture Trustee (at the direction of the Administrator) shall be applied as provided draw from amounts on deposit in this Agreement and thethe Excess Funds Subaccount to make such allocations to the Capital Account.

Accounts. (a) The Servicer shall establishshall, on or before prior to the Closing Date, cause to be established and maintain maintained an Eligible Deposit Account in the name "__________, as Indenture Trustee, as secured party from USAA Auto Owner Trust 200_-[ ]", initially at the corporate trust department of the Indenture Trustee at an Eligible Institution (Trustee, which shall initially be the Securities Intermediary) a segregated trust account designated as the Collection Account (the “"Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders". The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreementthe terms of the Basic Documents. The Collection Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law. In addition, the Collection Account shall be established and maintained at an institution which agrees in writing that for so long as the Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the UCC) originated by the Indenture and Trustee without further consent of the Trust AgreementIssuer. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as secured party for the benefit of the Noteholders and, after payment in full of the Notes, as agent of the Issuer and as part of the Trust Property and shall be applied as provided in this AgreementProperty. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Basic Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in specified Permitted Investments that mature not later than the Business Day preceding immediately prior to the Distribution Payment Date following for the Collection Period during to which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All amounts relate and such Permitted Investments shall be held to maturity. If All interest and other income (net of losses and investment expenses) on funds on deposit in the Collection Account shall be withdrawn from the Collection Account at the written direction of the Servicer and shall be paid to the Servicer. The Indenture Trustee shall not be liable for investment losses in Permitted Investments made in accordance with directions from the Servicer. In the event that the Collection Account is no longer to be maintained at an Eligible Institutionthe corporate trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s 's or Issuer's assistance as necessary, promptly (and in any case cause an Eligible Deposit Account to be established as the Collection Account within ten (10) calendar days Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall may consent) cause and give written notice of the Collection Account location and account number of such account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection AccountTrustee. (b) The Servicer shall establishshall, on or before prior to the Closing Date, establish and maintain an administrative subaccount within the Collection Account at the bank or trust company then maintaining the Collection Account, which subaccount shall be designated as the "Principal Distribution Account". The Principal Distribution Account is established and maintained solely for administrative purposes. (c) The Servicer shall, prior to the Closing Date, cause an Eligible Deposit Account to be established and maintained, in the name "USAA Auto Owner Trust 200_-[ ] Certificate Distribution Account", initially at the corporate trust department of the Indenture Trustee at an Eligible Institution (Owner Trustee, which shall initially be the Securities Intermediary) a segregated trust account designated as the Note Payment Account (the “Note Payment "Certificate Distribution Account”)". The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Certificate Distribution Account shall be under the sole dominion and control of the Indenture Owner Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Certificate Distribution Account pursuant to this Agreement and the Indenture shall be held by the Indenture Owner Trustee as part of the Trust Property and shall be applied as provided in this Agreement the Basic Documents. In the event that the Certificate Distribution Account is no longer to be maintained at the corporate trust department of the Owner Trustee, the Servicer shall cause an Eligible Deposit Account to be established as the Certificate Distribution Account within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and thegive written notice of the location and account number of such account to the Owner Trustee. The Certificate Distribution Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law.

Accounts. (a) The Servicer Maintain its and all of its Subsidiaries’ operating and other deposit accounts and excess cash with Bank and Bank’s Affiliates. Any Guarantor shall establishmaintain all depository, on or before operating and securities/investment accounts with Bank and Bank’s Affiliates. Notwithstanding the Closing Dateforegoing, so long as at least ninety percent (90%) of Borrower’s cash and maintain Cash Equivalent assets are held in the name United States in accounts at Bank and Bank’s Affiliates (i) Borrower shall be permitted to maintain its deposit accounts bearing [BANK ACCOUNT INFORMATION OMITTED] located in the Province of Ontario at the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Collection Account Royal Bank of Canada (the “Collection RBC Accounts”), and (ii) Weave India shall be permitted to maintain its [BANK ACCOUNT INFORMATION OMITTED] at HSBC (the “HSBC Account”). The Collection Account Borrower shall be held in trust for permitted to obtain its payment processor accounts at 2CP, Stripe and First Data (the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee “Payment Processor Accounts”) so long as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, each such account in excess of One Thousand Dollars ($1,000) is swept to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer maintained Borrower’s accounts at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection AccountBank at least weekly. (b) The Servicer In addition, Borrower shall establishobtain any business credit card, on or before the Closing DateLetters of Credit, and maintain cash management services exclusively from Bank. (c) In addition to and without limiting the restrictions in (a), Borrower shall provide Bank five (5) days prior written notice before establishing any Collateral Account at or with any bank or financial institution other than Bank or Bank’s Affiliates. For each Collateral Account that Borrower at any time maintains, Borrower shall cause the name applicable bank or financial institution (other than Bank) at or with which any Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Bank’s Lien in such Collateral Account in accordance with the terms hereunder which Control Agreement may not be terminated without the prior written consent of Bank. The provisions of the Indenture Trustee at an Eligible Institution previous sentence shall not apply to (which shall initially be i) the Securities IntermediaryRBC Accounts, (ii) a segregated trust account designated as the Note HSBC Account, (iii) the Payment Account Processor Accounts, or (the “Note Payment Account”). The Note Payment Account shall be held in trust iv) deposit accounts exclusively used for payroll, payroll taxes, and other employee wage and benefit payments to or for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion Borrower’s employees and control of the Indenture Trustee; provided, however, that the Servicer may make deposits identified to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held Bank by the Indenture Trustee Borrower as part of the Trust Property and shall be applied as provided in this Agreement and thesuch.”

Accounts. (a) The Servicer shall establish, on On or before the Closing DateDate the Seller shall establish in its name a segregated account with a commercial bank satisfactory to the Managing Facility Agent (the "Collection Account"). Upon the occurrence and during the continuance of a Remittance Event, and maintain unless the Servicer has provided a Servicer Letter of Credit in accordance with subsection 2.15(a), the name of Seller or the Indenture Trustee at an Eligible Institution Servicer shall within two Business Days after its receipt, (which shall initially be the Securities Intermediaryi) a segregated trust account designated as deposit all Collections received by it directly into the Collection Account and (ii) transfer or cause to be transferred to the “Concentration Account any Collections so deposited. Any amounts received by the Seller and not related to the Purchased Receivables or the related Contracts or Financed Aircraft shall not be deposited into the Collection Account”). The Collection Account shall be held Any amounts at any time on deposit in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made transferred only upon to the terms Concentration Account and conditions to no other deposit or other account (including, but not limited to, any account or sub-account maintained pursuant to Raytheon's cash management system). The Seller hereby grants to the Managing Facility Agent for the ratable benefit of the Transaction Documents. If the Servicer is required to remit collections on Purchasers a daily basis pursuant to the first sentence of Section 4.2, all amounts held security interest in the Collection Account shall, and all amounts from time to time on deposit therein to secure the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible InstitutionObligations. The Servicer Seller shall promptly notify the Indenture Trustee and the Owner Trustee of have no right to withdraw any change amounts on deposit in the account number or location of the Collection Account. (b) The Servicer shall establish, on On or before the Closing Date, Date there shall be established with and maintain in the name of the Indenture Trustee at an Eligible Institution Managing Facility Agent a segregated account (the "Concentration Account") which shall initially be maintained as a cash collateral account subject to the Securities Intermediary) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole exclusive dominion and control of the Indenture Trustee; providedManaging Facility Agent for the ratable benefit of the Purchasers. The Seller hereby grants to the Managing Facility Agent for the ratable benefit of the Purchasers a security interest in any of its right, however, that title and interest in the Servicer may make deposits Concentration Account and all amounts from time to time on deposit therein and direct the Indenture Trustee in writing to make withdrawals all income from the Note Payment Account investment of such amounts to secure, in accordance with this Agreement and each case, the IndentureObligations. All monies deposited Funds on deposit from time to time in the Note Payment Concentration Account shall bear interest at the then prevailing rate paid by the Managing Facility Agent for deposit accounts with similar amounts on deposit from time to time. If at any time funds on deposit in the Concentration Account are greater than $100,000, the Managing Facility Agent may, but shall not be required to, unless it receives a request from the Seller or Raytheon, invest such funds in Cash Equivalents with maturities not later than the next succeeding Settlement Date, to the extent such requested Cash Equivalents are available for investment. Any investment request by the Seller or Raytheon shall be given to the Managing Facility Agent one Business Day prior to the day the investment is to be made (which shall be a Business Day in New York, New York and San Francisco, California) and shall specify the particular Cash Equivalents and maturities thereof. Any interest or investment earnings on amounts in the Concentration Account on related investments shall be retained in the Concentration Account to be withdrawn in accordance with this subsection 2.14(b). The Managing Facility Agent shall have the right to withdraw amounts from the Concentration Account to make the payments required to be made hereunder from Collections. Neither the Managing Facility Agent nor any Purchaser shall have any responsibility for any such investment and the Managing Facility Agent shall be permitted to liquidate any such investment, without liability for any loss occurring by reason of such liquidation, to the extent necessary to make payments and distributions under this Agreement. The Seller shall have no right to withdraw amounts on deposit from time to time in the Concentration Account. (i) On or before the Closing Date there shall be established with and in the name of the Managing Facility Agent a segregated trust account comprised of two segregated sub-accounts, the Seller cash collateral sub-account (the "Seller Cash Collateral Sub-Account") and the RAC cash collateral sub-account (the "RAC Cash Collateral Sub-Account", the Seller Cash Collateral Sub-Account and the RAC Cash Collateral Sub-Account being referred to collectively as the "Cash Collateral Account") which shall be maintained as a cash collateral account subject to the exclusive dominion and control of the Managing Facility Agent for the ratable benefit of the Purchasers. The Seller hereby grants to the Managing Facility Agent for the ratable benefit of the Purchasers a first priority security interest in the Cash Collateral Account and all amounts on deposit from time to time therein and all income from the investment of such amounts to secure, in each case, the Obligations. Funds on deposit from time to time in the Seller Cash Collateral Sub-Account shall bear interest at the then prevailing rate paid by the Managing Facility Agent for deposit accounts with similar amounts on deposit from time to time. If at any time funds on deposit in the Seller Cash Collateral Sub-Account are greater than $100,000, the Managing Facility Agent may, but shall not be required to, unless it receives a request from the Seller, invest funds on deposit in the Seller Cash Collateral Sub-Account in Cash Equivalents with maturities not later than the next succeeding Settlement Date (or such other maturities as the Seller shall request and the Managing Facility Agent shall approve), to the extent such requested Cash Equivalents are available for investment. Any investment request by the Seller shall be given to the Managing Facility Agent one Business Day prior to the day the investment is to be made (which shall be a Business Day in New York, New York and San Francisco, California) and shall specify the particular Cash Equivalents and maturities thereof. Any interest or investment earnings on amounts in the Seller Cash Collateral Sub-Account or related investments shall be retained in the Seller Cash Collateral Sub-Account to be withdrawn in accordance with paragraphs (ii), (iii) and (iv) of this subsection 2.14(c). Neither the Managing Facility Agent nor any Purchaser shall have any responsibility for any such investment and the Managing Facility Agent shall be permitted to liquidate any such investment, without liability for any loss occurring by reason of such liquidation, to the extent necessary to make payments and distributions under this Agreement. The Seller shall have no right to withdraw amounts on deposit from time to time in the Cash Collateral Account. (ii) If on any Settlement Date on which the Seller is required to repurchase Defaulted Receivables pursuant to subsection 2.10 and fails for any reason to repurchase such Defaulted Receivables or substitute for such Defaulted Receivables pursuant to subsection 2.13, whether or not RAC fails to repurchase such Defaulted Receivables under the Repurchase Agreement, the Managing Facility Agent may withdraw from amounts on deposit in the Seller Cash Collateral Sub-Account on account of such Defaulted Receivable an amount equal to the lesser of (A) the Repurchase Price for such Defaulted Receivable plus any accrued and unpaid interest thereon required to be paid by subsection 2.10 and (B) the amount then on deposit in the Seller Cash Collateral Sub-Account. It is specifically understood and agreed that amounts on deposit in the Seller Cash Collateral Sub-Account, whether on account of 25% Repurchase Receivables, 75% Repurchase Receivables or 90% Repurchase Receivables, may be withdrawn as aforesaid on account of any Defaulted Receivable, regardless of the Repurchase Percentage associated therewith or whether the RAC Repurchase Obligation shall be outstanding. Any amounts so withdrawn shall be deposited into the Concentration Account and allocated and distributed pursuant to subsections 2.15 and 2.16, respectively. The Seller agrees with the Managing Facility Agent and the Purchasers to deposit into the Seller Cash Collateral Sub-Account, without any requirement for notice or demand therefor, the lesser of the amount withdrawn therefrom or the sum of the Repurchase Obligation then in effect on the date such withdrawal is made, plus interest thereon at a rate per annum equal to the Default Rate for the period from such date of withdrawal to such date of deposit. Deposit of amounts into the Seller Cash Collateral Sub-Account pursuant to the preceding sentence shall, to the extent of such deposit, satisfy the Seller's obligation to repurchase such Defaulted Receivable pursuant to subsection 2.10. (iii) If the Seller or the Servicer (if then Raytheon Credit or any Affiliate thereof) shall fail to make any deposit, payment or transfer of funds required to be made by the Seller or the Servicer under this Agreement or any other document executed and delivered in connection herewith, including, without limitation, any payment, deposit or transfer of funds or payment of any indemnity required to be made pursuant to subsection 2.7(b), 2.10, 2.11, 2.12, 2.18 or 9.1 (each such payment, deposit or transfer, a "Reimbursable Obligation"), then the Managing Facility Agent with the consent of the Majority Purchasers may, in addition to any similar rights in favor of the Managing Facility Agent under the Repurchase Agreement, withdraw from the Seller Cash Collateral Sub-Account on the date such Reimbursable Obligation is due hereunder an amount equal to the lesser of (A) such Reimbursable Obligation and (B) the amount then on deposit in the Seller Cash Collateral Sub-Account. The Seller agrees with the Managing Facility Agent and the Indenture Purchasers to deposit in the Seller Cash Collateral Sub-Account, without any requirement for notice or demand therefor, the amount withdrawn on the date such withdrawal is made, plus interest thereon at a rate per annum equal to the Default Rate for the period from such date of withdrawal to such date of deposit. (iv) No amounts on deposit in the Seller Cash Collateral Sub-Account (including interest or investment earnings) shall be held by released to the Indenture Trustee as part of Seller until the Trust Property Outstanding Purchase Price is reduced to zero and shall be applied as provided all other amounts owing to the Managing Facility Agent or any Purchaser hereunder are paid in this Agreement and thefull, provided, that,

Accounts. (a) The Servicer Indenture Trustee shall establishestablish and maintain, on or before at all times during the Closing Dateterm of the Indenture, and maintain a 2017-3 Eligible Deposit Account in the name of and under the control of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, Noteholders (said account being called the “2017-3 Exchange Note Collections Account” and being initially identified as “GM Financial 2017-3 Exchange Note Collections Account”). Deposits to and withdrawals from the Certificateholders. The Collection 2017-3 Exchange Note Collections Account shall be made as set forth in the 2017-3 Servicing Agreement, the 2017-3 Exchange Note Supplement and the Indenture. (b) The Indenture Trustee shall establish and maintain, at all times during the term of the Indenture, a 2017-3 Eligible Deposit Account in the name of and under the sole dominion and control of the Indenture Trustee; provided, however, that Trustee for the Servicer may make deposits benefit of the Noteholders (said account being called the “Indenture Collections Account” and being initially identified as “GM Financial 2017-3 Indenture Collections Account”). Deposits to and direct withdrawals from the 2017-3 Indenture Collections Account shall be made as set forth in the 2017-3 Exchange Note Supplement and the Indenture. (c) The Indenture Trustee shall establish and maintain, at all times during the term of the Indenture, a 2017-3 Eligible Deposit Account in the name of and under the control of the Indenture Trustee in writing for the benefit of the Noteholders (said account being called the “Note Payment Account” and being initially identified as “GM Financial 2017-3 Note Payment Account”). Deposits to make and withdrawals from the Collection Note Payment Account shall be made as set forth in the Indenture. (d) The Indenture Trustee shall establish and maintain, at all times during the term of the Indenture, a 2017-3 Eligible Deposit Account in accordance with this Agreement, the name of and under control of the Indenture Trustee for the benefit of the Noteholders (said account being called the “Reserve Account” and the Trust Agreement. being initially identified as “GM Financial 2017-3 Reserve Account”). (e) All monies deposited from time to time in the Collection Account Accounts pursuant to this Agreement 2017-3 Servicing Supplement and the other Program Documents and the Accounts shall be held by the Indenture Trustee as part of the Trust Property Indenture Collateral and shall be applied as provided in this Agreementto the purposes herein and therein provided. All deposits to and withdrawals from the Collection If any Account shall cease to be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.22017-3 Eligible Deposit Account, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and assist the Servicer in any case within ten (10) calendar days or causing such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an institution at which it shall be a 2017-3 Eligible InstitutionDeposit Account. (f) If, at any time, any of the Accounts ceases to be a 2017-3 Eligible Deposit Account, the Servicer shall within thirty (30) days (or such longer period as to which the Rating Agencies rating any securities backed by the related Exchange Note may consent) establish a new Account as a 2017-3 Eligible Deposit Account and shall transfer any cash and/or any investments on deposit or credited to such earlier existing Account into such new Account. (g) The Indenture Trustee or other Person holding the Accounts shall be the “Securities Intermediary” with respect to the Accounts. If the Securities Intermediary in respect of the Accounts is not the Indenture Trustee, the Servicer shall obtain the express agreement of such Person to the obligations of the Securities Intermediary set forth in this Section 2.3(g). The Servicer Securities Intermediary agrees that: (i) Each of the Accounts is an account to which “financial assets” within the meaning of Section 8-102(a)(9) (“Financial Assets”) of the UCC in effect in the State of New York will be credited; (ii) All securities or other property underlying any Financial Assets credited to any Account shall be registered in the name of the Securities Intermediary, endorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary and in no case will any Financial Asset credited to an Account be registered in the name of the Issuer, payable to the order of the Issuer or specially endorsed to the Issuer; (iii) All property delivered to the Securities Intermediary pursuant to the 2017-3 Servicing Agreement and the Indenture will be promptly notify credited to the applicable Account; (iv) Each item of property (whether investment property, security, instrument or cash) credited to an Account shall be treated as a Financial Asset; (v) If at any time the Securities Intermediary shall receive any order from the Indenture Trustee directing transfer or redemption of any Financial Asset relating to an Account, the Securities Intermediary shall comply with such entitlement order without further consent by the Issuer or the Servicer; (vi) Each Account shall be governed by the laws of the State of New York, regardless of any provision of any other agreement. For purposes of the UCC, New York shall be deemed to be the Securities Intermediary’s jurisdiction and the Accounts (as well as the “securities entitlements” (as defined in Section 8-102(a)(17) of the UCC) related thereto) shall be governed by the laws of the State of New York; (vii) The Securities Intermediary has not entered into, and until termination of the Indenture, will not enter into, any agreement with any other Person relating to the Accounts and/or any Financial Assets credited thereto pursuant to which it has agreed to comply with entitlement orders (as defined in Section 8-102(a)(8) of the UCC) of such other Person and the Securities Intermediary has not entered into, and until the termination of the Indenture will not enter into, any agreement with the Issuer purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders as set forth in Section 2.4; and (viii) Except for the claims and interest of the Indenture Trustee and the Owner Trustee of any change Issuer in the account number or location of the Collection Account. (b) The Servicer shall establishAccounts, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIntermediary knows of no claim to, or interest in, the Accounts or in any Financial Asset credited thereto. If any other Person asserts any Lien, encumbrance, or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) a segregated trust account designated as against the Note Payment Account (Accounts or in any Financial Asset carried therein, the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of Securities Intermediary will promptly notify the Indenture Trustee; provided, however, that the Servicer may make deposits to Noteholders and direct the Issuer thereof. The Indenture Trustee shall possess all right, title and interest in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited all funds on deposit from time to time in the Note Payment Account pursuant to this Agreement Accounts and the Indenture shall be held by the Indenture Trustee as part of the Trust Property in all proceeds thereof, and shall be applied as provided the only Person authorized to originate entitlement orders in this Agreement and therespect of the Accounts.

Accounts. Each of the parties hereto hereby agrees that the Collateral Account shall be deemed to be a Securities Account, together with any additional subaccounts as the Collateral Custodian may determine from time to time are necessary for administrative convenience. Each of the parties hereto hereby agrees to cause the Collateral Custodian to agree with the parties hereto that with respect to the Collateral Account, (aA) The Servicer shall establishthe cash and other property (subject to Section 6.4(e) below with respect to any property other than Investment Property) is to be treated as a Financial Asset and (B) the jurisdiction governing the Accounts, on or before all Cash and other Financial Assets credited to the Closing DateCollateral Account and the securities intermediary’s jurisdiction (within the meaning of Section 9-304(b) of the UCC) shall, and maintain in each case, be the State of New York. In no event may any Financial Asset held in the Collateral Account be registered in the name of of, payable to the Indenture Trustee at order of, or specially Indorsed to, the Borrower unless such Financial Asset has also been Indorsed in blank or to the Collateral Custodian. In addition, for an Eligible Institution (which Approved Foreign Currency, the Collateral Custodian shall initially establish segregated accounts that each constitute a General Collection Account, Principal Collection Account, Interest Collection Account, Collateral Account, Unfunded Exposure Account and Pre-Funded Loan Account for an Approved Foreign Currency. Any amounts received by the Collateral Custodian that are denominated in an Approved Foreign Currency that are required to be deposited into the Securities Intermediary) a segregated trust account designated as the Principal Collection Account (or the “Collection Account”). The Interest Collection Account shall be held in trust for deposited by the benefit of Collateral Custodian into the Noteholders, and the Certificateholders. The Principal Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the or Interest Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be investedAccount, as directed in writing by the Servicerapplicable, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through for an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection AccountApproved Foreign Currency. (b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the

Accounts. (a) The Servicer 8.1. Licensee shall establishsimultaneously with payments of royalties deliver to Institut Pasteur a report reflecting its accounts and sub-licenses accounts, pertaining to royalties calculated, on or before Net Sales, including: • [***]; • [***]; and • [***]. Such report maybe delivered by email to the Closing Datefollowing email address (which address may be updated by written notice from Institut Pasteur to Licensee): Service de Transfert de Technologie, [***]. 8.2. When no royalty is payable, a report so attesting shall be submitted to Institut Pasteur. The aforesaid reports shall be treated as Confidential Information of Licensee. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. Such report maybe delivered by email to the following email address (which address may be updated by written notice from Institut Pasteur to Licensee): Service de Transfert de Technologie, [***]. 8.3. Licensee shall keep complete and maintain in the name accurate records of all Net Sales, allowing a computation and checking of the Indenture Trustee at an Eligible Institution (which shall initially be royalty amount due to Institut Pasteur hereunder. Once a year and upon prior notice to Licensee and/or Affiliates, Institut Pasteur shall, throughout the Securities Intermediary) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit term of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, and for a period of three (3) years following the Indenture end of this Agreement, be entitled to have at its own expense and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant during regular business hours Licensee’s records pertaining to this Agreement checked by an independent certified public accountant chosen by Institut Pasteur and reasonably acceptable to Licensee, which accountant shall enter into a confidentiality agreement with Licensee. Such accountant shall be held by appointed for the Indenture Trustee as part sole purpose of determining the Trust Property and shall be applied as provided in this Agreement. All deposits amount of royalties due to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on Institut Pasteur hereunder, covering a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty the past three (303) calendar days years, provided that [***] such accountant shall report to Institut Pasteur only as to which each Rating Agency the accuracy of royalty statements and payments and that such reported information shall consent) cause the Collection Account be considered to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee Confidential Information of any change in the account number or location of the Collection AccountLicensee. (b) The Servicer shall establish8.4. If, on or before as a result of such audit, an adjustment is determined to be made in favor of Institut Pasteur, the Closing Date, accountant’s fees and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account expenses shall be held in trust for borne by Licensee, if the benefit sums underpaid by Licensee exceed [***] of the Noteholders. The Note Payment Account what was actually paid by Licensee to Institut Pasteur; otherwise such fees and expenses shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits paid by Institut Pasteur. Licensee shall pay any underpaid royalties to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and theInstitut Pasteur.

Accounts. (a) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIndenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at an Eligible Institutionthe Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account. (b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIndenture Trustee) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and thethe Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account. (c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the “CarMax Auto Owner Trust 2020-4 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee in writing of any change in the account number or location of the Certificate Payment Account. (d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period and any Unreimbursed Servicer Advances for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse Unreimbursed Servicer Advance or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer). (e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date.

Accounts. (a) The (i) On or prior to the Closing Date, the Servicer shall establish, on or before the Closing Datecause to be established, an account with and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account , which shall be maintained as an Eligible Account and shall bear a designation clearly indicating that the amounts deposited thereto are held for the benefit of the Noteholders. (ii) On or prior to the Closing Date, the Servicer shall establish and maintain, or cause to be established and maintained, for the benefit of the Issuer and the Noteholders an Eligible Account (the “Reserve Account”), bearing a designation clearly indicating that the funds deposited therein are held in trust for the benefit of the Issuer and the Noteholders. 13 (2021-C Sale and Servicing Agreement) (iii) Funds on deposit in the Reserve Account, shall be invested by the Indenture Trustee in Eligible Investments selected in writing by the Servicer; provided, however, that if the Servicer fails to select any Eligible Investment for any funds on deposit in the Reserve Account by 2:00 p.m., New York City time (or such other time as may be agreed by the Servicer and the Indenture Trustee), on any Business Day, such funds shall, to the fullest extent practicable, be invested in Eligible Investments in accordance with standing instructions most recently given by the Servicer. All such Eligible Investments shall be held by the Indenture Trustee for the benefit of the Noteholders, the Certificateholders and the Issuer. Unless the Rating Agency Condition is satisfied (other than with respect to S&P, but with satisfaction of the Rating Agency Notification with respect to S&P if S&P is rating any Outstanding Class of Notes) with respect to different investments, funds on deposit in the Reserve Account shall be invested in Eligible Investments that will mature so that such funds will be available on the Business Day preceding the next Payment Date. Funds deposited in the Reserve Account, upon the maturity of any Eligible Investments on a day which immediately precedes a Payment Date, are not required to be invested overnight. Notwithstanding any other provision of this Agreement or any other Basic Document, funds on deposit in the Reserve Account shall only be invested in Eligible Investments deemed to be “cash equivalents” for purposes of 17 CFR Part 246.4(b)(2) of Regulation RR, as determined by the Servicer. Neither the Indenture Trustee nor the Owner Trustee shall have any obligation to determine whether the establishment and maintenance of the Reserve Account satisfies the requirements of 17 CFR Part 246.4(b)(2) of Regulation RR, including whether any investment of funds on deposit in the Reserve Account meet the requirements of 17 CFR Part 246.4(b)(2) of Regulation RR, and shall be entitled to conclusively rely on direction by the Servicer in connection therewith. (iv) Funds on deposit in the Collection Account shall be invested by the Indenture Trustee in Eligible Investments selected in writing by the Servicer; provided, however, that if the Servicer fails to select any Eligible Investments for any funds on deposit in the Collection Account by 2:00 p.m., New York City time (or such other time as may be agreed by the Servicer and the Indenture Trustee), on any Business Day, such funds shall, to the fullest extent practicable, be invested in Eligible Investments in accordance with standing instructions most recently given by the Servicer. All such Eligible Investments shall be held by the Indenture Trustee for the benefit of the Noteholders and/or the Certificateholders, as applicable. Unless the Rating Agency Condition is satisfied (other than with respect to S&P, but with satisfaction of the Rating Agency Notification with respect to S&P if S&P is rating any Outstanding Class of Notes) with respect to different investments, funds on deposit in the Collection Account shall be invested in Eligible Investments that will mature so that such funds will be available on the Business Day preceding the next Payment Date. Investment Earnings on amounts on deposit in the Collection Account, net of losses and investment expenses, shall be released to the Servicer on each Payment Date and shall be the property of the Servicer. (v) Except as otherwise provided hereunder or agreed in writing among the parties hereto, the Servicer shall retain the authority to institute, participate and join in any plan of reorganization, readjustment, merger or consolidation with respect to the issuer of any securities held in the Collection Account or the Reserve Account, and, in general, to exercise each and every other power or right with respect to each such asset or investment as individuals generally have and enjoy with respect to their own assets and investment, including power to vote upon any securities. 14 (2021-C Sale and Servicing Agreement) (i) Except as otherwise provided herein, the Indenture Trustee shall possess all right, title and interest in all funds identified and all funds on deposit from time to time in the Trust Accounts and in all proceeds thereof. The Trust Accounts (other than the Reserve Account) shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders and the Certificateholders, as the case may be. The Collection Reserve Account shall be under the sole dominion and control of the Indenture Trustee; providedTrustee for the benefit of the Issuer, howeverwhich such Reserve Account has been pledged by the Issuer to the Indenture Trustee for the benefit of the Noteholders. If, that at any time, a Trust Account ceases to be an Eligible Account, the Indenture Trustee (or the Servicer may make deposits on its behalf) shall within ten (10) Business Days (or such longer period, not to exceed 15 calendar days, as to which the Rating Agency Condition is satisfied (other than with respect to S&P, but with satisfaction of the Rating Agency Notification with respect to S&P if S&P is rating any Outstanding Class of Notes)) establish a new Trust Account as an Eligible Account and direct shall transfer any cash or any investments from the account that is no longer an Eligible Account to the Trust Account. Neither the Servicer nor the Indenture Trustee shall in any way be held liable by reason of any insufficiency in any Trust Account resulting from any investment loss in any Eligible Investment. (ii) The Servicer shall have the power, revocable by the Indenture Trustee or by the Owner Trustee with the consent of the Indenture Trustee, to instruct the Indenture Trustee in writing to make withdrawals and payments from the Collection Account in accordance with this Agreement, the Indenture Trust Accounts and the Trust Agreement. All monies deposited from time to time in the Collection Certificate Distribution Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account. (b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit purpose of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee withdrawing any amounts deposited in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and theerror into such accounts.

Accounts. (a) The Servicer Indenture Trustee shall establishestablish and maintain, on or before at all times during the Closing Dateterm of the Indenture, and maintain a 2018-1 Eligible Deposit Account in the name of and under the control of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, Noteholders (said account being called the “2018-1 Exchange Note Collections Account” and being initially identified as “GM Financial 2018-1 Exchange Note Collections Account”). Deposits to and withdrawals from the Certificateholders. The Collection 2018-1 Exchange Note Collections Account shall be made as set forth in the 2018-1 Servicing Agreement, the 2018-1 Exchange Note Supplement and the Indenture. (b) The Indenture Trustee shall establish and maintain, at all times during the term of the Indenture, a 2018-1 Eligible Deposit Account in the name of and under the sole dominion and control of the Indenture Trustee; provided, however, that Trustee for the Servicer may make deposits benefit of the Noteholders (said account being called the “Indenture Collections Account” and being initially identified as “GM Financial 2018-1 Indenture Collections Account”). Deposits to and direct withdrawals from the 2018-1 Indenture Collections Account shall be made as set forth in the 2018-1 Exchange Note Supplement and the Indenture. (c) The Indenture Trustee shall establish and maintain, at all times during the term of the Indenture, a 2018-1 Eligible Deposit Account in the name of and under the control of the Indenture Trustee in writing for the benefit of the Noteholders (said account being called the “Note Payment Account” and being initially identified as “GM Financial 2018-1 Note Payment Account”). Deposits to make and withdrawals from the Collection Note Payment Account shall be made as set forth in the Indenture. (d) The Indenture Trustee shall establish and maintain, at all times during the term of the Indenture, a 2018-1 Eligible Deposit Account in accordance with this Agreement, the name of and under control of the Indenture Trustee for the benefit of the Noteholders (said account being called the “Reserve Account” and the Trust Agreement. being initially identified as “GM Financial 2018-1 Reserve Account”). (e) All monies deposited from time to time in the Collection Account Accounts pursuant to this Agreement 2018-1 Servicing Supplement and the other Program Documents and the Accounts shall be held by the Indenture Trustee as part of the Trust Property Indenture Collateral and shall be applied as provided in this Agreementto the purposes herein and therein provided. All deposits to and withdrawals from the Collection If any Account shall cease to be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.22018-1 Eligible Deposit Account, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and assist the Servicer in any case within ten (10) calendar days or causing such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an institution at which it shall be a 2018-1 Eligible InstitutionDeposit Account. (f) If, at any time, any of the Accounts ceases to be a 2018-1 Eligible Deposit Account, the Servicer shall within thirty (30) days (or such longer period as to which the Rating Agencies rating any securities backed by the related Exchange Note may consent) establish a new Account as a 2018-1 Eligible Deposit Account and shall transfer any cash and/or any investments on deposit or credited to such earlier existing Account into such new Account. (g) The Indenture Trustee or other Person holding the Accounts shall be the “Securities Intermediary” with respect to the Accounts. If the Securities Intermediary in respect of the Accounts is not the Indenture Trustee, the Servicer shall obtain the express agreement of such Person to the obligations of the Securities Intermediary set forth in this Section 2.3(g). The Servicer Securities Intermediary agrees that: (i) Each of the Accounts is an account to which “financial assets” within the meaning of Section 8-102(a)(9) (“Financial Assets”) of the UCC in effect in the State of New York will be credited; (ii) All securities or other property underlying any Financial Assets credited to any Account shall be registered in the name of the Securities Intermediary, endorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary and in no case will any Financial Asset credited to an Account be registered in the name of the Issuer, payable to the order of the Issuer or specially endorsed to the Issuer; (iii) All property delivered to the Securities Intermediary pursuant to the 2018-1 Servicing Agreement and the Indenture will be promptly notify credited to the applicable Account; (iv) Each item of property (whether investment property, security, instrument or cash) credited to an Account shall be treated as a Financial Asset; (v) If at any time the Securities Intermediary shall receive any order from the Indenture Trustee directing transfer or redemption of any Financial Asset relating to an Account, the Securities Intermediary shall comply with such entitlement order without further consent by the Issuer or the Servicer; (vi) Each Account shall be governed by the laws of the State of New York, regardless of any provision of any other agreement. For purposes of the UCC, New York shall be deemed to be the Securities Intermediary’s jurisdiction and the Accounts (as well as the “securities entitlements” (as defined in Section 8-102(a)(17) of the UCC) related thereto) shall be governed by the laws of the State of New York; (vii) The Securities Intermediary has not entered into, and until termination of the Indenture, will not enter into, any agreement with any other Person relating to the Accounts and/or any Financial Assets credited thereto pursuant to which it has agreed to comply with entitlement orders (as defined in Section 8-102(a)(8) of the UCC) of such other Person and the Securities Intermediary has not entered into, and until the termination of the Indenture will not enter into, any agreement with the Issuer purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders as set forth in Section 2.4; and (viii) Except for the claims and interest of the Indenture Trustee and the Owner Trustee of any change Issuer in the account number or location of the Collection Account. (b) The Servicer shall establishAccounts, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIntermediary knows of no claim to, or interest in, the Accounts or in any Financial Asset credited thereto. If any other Person asserts any Lien, encumbrance, or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) a segregated trust account designated as against the Note Payment Account (Accounts or in any Financial Asset carried therein, the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of Securities Intermediary will promptly notify the Indenture Trustee; provided, however, that the Servicer may make deposits to Noteholders and direct the Issuer thereof. The Indenture Trustee shall possess all right, title and interest in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited all funds on deposit from time to time in the Note Payment Account pursuant to this Agreement Accounts and the Indenture shall be held by the Indenture Trustee as part of the Trust Property in all proceeds thereof, and shall be applied as provided the only Person authorized to originate entitlement orders in this Agreement and therespect of the Accounts.

Accounts. (a) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at an Eligible Institutionthe Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account. (b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and thethe Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account. (c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the “CarMax Auto Owner Trust 2022-2 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee in writing of any change in the account number or location of the Certificate Payment Account. (d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer). (e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date. (f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.

Accounts. (a) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIndenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at an Eligible Institutionthe Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account. (b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIndenture Trustee) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and thethe Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account. (c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the “CarMax Auto Owner Trust 2019-2 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee in writing of any change in the account number or location of the Certificate Payment Account. (d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period and any Unreimbursed Servicer Advances for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse Unreimbursed Servicer Advance or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer). (e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date.

Accounts. (a) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIndenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at an Eligible Institutionthe Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account. (b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIndenture Trustee) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and thethe Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account. (c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the “CarMax Auto Owner Trust 2023-3 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Certificate Payment Account. (d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer). (e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date. (f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.

Accounts. (a) The Servicer shall establishshall, on or before prior to the Closing Date, establish and maintain a segregated trust account in the name of the Indenture Trustee Trustee, at an Eligible a Qualified Institution or Qualified Trust Institution (which shall initially be the Securities Intermediary) a segregated corporate trust account department of Bank of Tokyo-Mitsubishi Trust Company), which shall be designated as the Collection Account (the “"Collection Account”). ." The Collection Account shall be held in trust for the benefit of the Noteholders, Noteholders and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with the terms of this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All all deposits to and withdrawals from the Collection Account therefrom shall be made only upon the terms and conditions of the Transaction Basic Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.24.2(a), all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account Account, in Permitted Investments that mature not later than the Business Day preceding immediately prior to the Distribution Payment Date following for the Collection Period during to which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All amounts relate and such Permitted Investments shall be held to maturity. If All interest and other income (net of losses and investment expenses) on funds on deposit in the Collection Account shall be withdrawn from the Collection Account at the written direction of the Servicer and shall be deposited in the Certificate Distribution Account. In the event that the Collection Account is no longer to be maintained at an Eligible Institutionthe corporate trust department of Bank of Tokyo-Mitsubishi Trust Company, the Servicer shall, with the Indenture Trustee’s 's or Owner Trustee's assistance as necessary, promptly (and in any case cause the Collection Account to be moved to a Qualified Institution or a Qualified Trust Institution within ten Business Days (10) or such longer period not to exceed 30 calendar days as to which each Rating Agency may consent). (b) The Servicer shall, prior to the Closing Date, establish and maintain a segregated trust account in the name of the Indenture Trustee, at a Qualified Institution or Qualified Trust Institution (which shall initially be the corporate trust department of Bank of Tokyo-Mitsubishi Trust Company), which shall be designated as the "Pre-Funding Account." The Pre-Funding Account shall be held in trust for the benefit of the Noteholders and the Certificateholders. The Pre-Funding Account shall be under the sole dominion and control of the Indenture Trustee; provided, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Pre-Funding Account in accordance with the terms of this Agreement and the other Basic Documents. All monies deposited from time to time in the Pre-Funding Account shall be held by the Indenture Trustee as part of the Trust Property and all deposits to and withdrawals therefrom shall be made only upon the terms and conditions of the Basic Documents. All amounts held in the Pre-Funding Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Pre-Funding Account, in Permitted Investments that mature not later than the Business Day immediately prior to each Payment Date and such Permitted Investments shall be held until maturity. On the Business Day preceding each Payment Date, the Servicer shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account for deposit to the Collection Account on such date an amount equal to the Pre-Funding Account Investment Earnings, if any, for the related Collection Period. In the event that the Pre-Funding Account is no longer to be maintained at the corporate trust department of Bank of Tokyo-Mitsubishi Trust Company, the Servicer shall, with the Indenture Trustee's or Owner Trustee's assistance as necessary, cause the Pre-Funding Account to be moved to a Qualified Institution or a Qualified Trust Institution within ten Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent). With respect to any amounts, securities, investments, financial assets and other property deposited in or credited to the Pre-Funding Account: (i) any such property that is a "financial asset" as defined in Section 8-102(a)(9) of the Relevant UCC shall consent) cause the Collection Account to be moved physically delivered to, or credited to an Eligible Institution. The Servicer shall promptly notify account in the name of, the Qualified Institution or Qualified Trust Institution maintaining the Pre-Funding Account, as applicable, in accordance with such institution's customary procedures such that such institution establishes a "securities entitlement" in favor of the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account.with respect thereto; (bii) The Servicer any such property that is held in deposit accounts shall establish, on or before the Closing Date, and maintain be held solely in the name of the Indenture Trustee at an Eligible one or more depository institutions having the Required Rating and each such deposit account shall be subject to the exclusive custody and control of the Indenture Trustee, and the Indenture Trustee shall have sole signature authority with respect thereto; and except for any deposit accounts specified in clause (ii) above, the Pre-Funding Account shall only be invested in securities or in other assets which the Qualified Institution or Qualified Trust Institution maintaining the Pre-Funding Account, as applicable, agrees to treat as "financial assets" as defined in Section 8-102(a)(9) of the Relevant UCC. (c) The Servicer shall, prior to the Closing Date, establish and maintain a segregated trust account in the name of the Indenture Trustee, at a Qualified Institution or Qualified Trust Institution (which shall initially be the Securities Intermediarycorporate trust department of Bank of Tokyo-Mitsubishi Trust Company), which shall be designated as the "Reinvestment Account." The Reinvestment Account shall be held in trust for the benefit of the Noteholders and the Certificateholders. The Reinvestment Account shall be under the sole dominion and control of the Indenture Trustee; provided, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Reinvestment Account in accordance with the terms of this Agreement and the other Basic Documents. All monies deposited from time to time in the Reinvestment Account shall be held by the Indenture Trustee as part of the Trust Property and all deposits to and withdrawals therefrom shall be made only upon the terms and conditions of the Basic Documents. All amounts held in the Reinvestment Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Reinvestment Account, in Permitted Investments that mature not later than the Business Day immediately prior to each Payment Date and such Permitted Investments shall be held until maturity. On the Business Day preceding each Payment Date, the Servicer shall instruct the Indenture Trustee to withdraw from the Reinvestment Account for deposit to the Collection Account on such date an amount equal to the Reinvestment Account Investment Earnings, if any, for the related Collection Period. In the event that the Reinvestment Account is no longer to be maintained at the corporate trust department of Bank of Tokyo-Mitsubishi Trust Company, the Servicer shall, with the Indenture Trustee's or Owner Trustee's assistance as necessary, cause the Reinvestment Account to be moved to a Qualified Institution or a Qualified Trust Institution within ten Business Days (or such longer period not to exceed thirty calendar days as to which each Rating Agency may consent). With respect to any amounts, securities, investments, financial assets and other property deposited in or credited to the Reinvestment Account: (i) any such property that is a "financial asset" as defined in Section 8-102(a)(9) of the Relevant UCC shall be physically delivered to, or credited to an account in the name of, the Qualified Institution or Qualified Trust Institution maintaining the Reinvestment Account, as applicable, in accordance with such institution's customary procedures such that such institution establishes a "securities entitlement" in favor of the Indenture Trustee with respect thereto; (ii) any such property that is held in deposit accounts shall be held solely in the name of the Indenture Trustee at one or more depository institutions having the Required Rating and each such deposit account shall be subject to the exclusive custody and control of the Indenture Trustee, and the Indenture Trustee shall have sole signature authority with respect thereto; and (iii) except for any deposit accounts specified in clause (ii) above, the Reinvestment Account shall only be invested in securities or in other assets which the Qualified Institution or Qualified Trust Institution maintaining the Reinvestment Account, as applicable, agrees to treat as "financial assets" as defined in Section 8-102(a)(9) of the Relevant UCC. (d) The Servicer shall, prior to the Closing Date, establish and maintain a segregated trust account in the name of the Indenture Trustee, at a Qualified Institution or Qualified Trust Institution (which shall initially be the corporate trust department of Bank of Tokyo-Mitsubishi Trust Company), which shall be designated as the Note "Negative Carry Account." The Negative Carry Account shall be held in trust for the exclusive benefit of the Noteholders. The Negative Carry Account shall be under the sole dominion and control of the Indenture Trustee; provided, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Negative Carry Account in accordance with the terms of this Agreement and the other Basic Documents. All monies deposited from time to time in the Negative Carry Account shall be held by the Indenture Trustee as part of the Trust Property and all deposits to and withdrawals therefrom shall be made only upon the terms and conditions of the Basic Documents. All amounts held in the Negative Carry Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Negative Carry Account, in Permitted Investments that mature not later than the Business Day immediately prior to each Payment Date and such Permitted Investments shall be held until maturity. All interest and other income (net of losses and investment expenses) on funds on deposit in the Negative Carry Account shall be withdrawn from the Negative Carry Account for deposit to the Collection Account or release to the Seller at the time and in the manner provided in Section 4.12. In the event that the Negative Carry Account is no longer to be maintained at the corporate trust department of Bank of Tokyo-Mitsubishi Trust Company, the Servicer shall, with the Indenture Trustee's or Owner Trustee's assistance as necessary, cause the Negative Carry Account to be moved to a Qualified Institution or a Qualified Trust Institution within ten Business Days (or such longer period not to exceed 30 calendar days as to which each Rating Agency may consent). With respect to any amounts, securities, investments, financial assets and other property deposited in or credited to the “Negative Carry Account: (i) any such property that is a "financial asset" as defined in Section 8-102(a)(9) of the Relevant UCC shall be physically delivered to, or credited to an account in the name of, the Qualified Institution or Qualified Trust Institution maintaining the Negative Carry Account, as applicable, in accordance with such institution's customary procedures such that such institution establishes a "securities entitlement" in favor of the Indenture Trustee with respect thereto; (ii) any such property that is held in deposit accounts shall be held solely in the name of the Indenture Trustee at one or more depository institutions having the Required Rating and each such deposit account shall be subject to the exclusive custody and control of the Indenture Trustee and the Indenture Trustee shall have sole signature authority with respect thereto; and except for any deposit accounts specified in clause (ii) above, the Negative Carry Account shall only be invested in securities or in other assets which the Qualified Institution or Qualified Trust Institution maintaining the Negative Carry Account, as applicable, agrees to treat as "financial assets" as defined in Section 8-102(a)(9) of the Relevant UCC. (e) The Servicer shall, prior to the Closing Date, establish and maintain a segregated trust account in the name of the Indenture Trustee at a Qualified Institution or Qualified Trust Institution (which shall initially be the corporate trust department of Bank of Tokyo-Mitsubishi Trust Company), which shall be designated as the "Note Payment Account”). ." The Note Payment Account shall be held in trust for the exclusive benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and thethe Indenture. In the event that the Note Payment Account is no longer to be maintained at the corporate trust department of Bank of Tokyo-Mitsubishi Trust Company, the Servicer shall, with the Indenture Trustee's assistance as necessary, cause the Note Payment Account to be moved to a Qualified Institution or a Qualified Trust Institution within ten Business Days (or such longer period not to exceed 30 calendar days as to which each Rating Agency may consent). (f) The Servicer shall, prior to the Closing Date, establish and maintain a segregated trust account in the name of the Trust at a Qualified Institution or Qualified Trust Institution (which shall initially be Wilmington Trust Company), which shall be designated as the "Certificate Distribution Account." Except as provided in the Trust Agreement, the Certificate Distribution Account shall be held in trust for the benefit of the Certificateholders. The Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee; provided that the Indenture Trustee may make deposits to such account in accordance with the directions of the Servicer pursuant to this Agreement and the Indenture. All monies deposited from time to time in the Certificate Distribution Account pursuant to this Agreement and the Indenture shall be held by the Owner Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Trust Agreement. In the event that the Certificate Distribution Account is no longer to be maintained at Wilmington Trust Company, the Servicer shall, with the Owner Trustee's assistance as necessary, cause the Certificate Distribution Account to be moved to a Qualified Institution or a Qualified Trust Institution within ten Business Days (or such longer period not to exceed 30 calendar days as to which each Rating Agency may consent) and shall promptly notify the Indenture Trustee of the account number and location of such account. (g) The Servicer shall, prior to the Closing Date, establish and maintain a segregated trust account in the name of the Indenture Trustee at a Qualified Institution or Qualified Trust Institution (which shall initially be the corporate trust department of Bank of Tokyo-Mitsubishi Trust Company), which shall be designated as the "Payahead Account." The Payahead Account shall be held in trust for the benefit of the Noteholders and the Certificateholders. The Payahead Account shall be under the sole dominion and control of the Indenture Trustee provided, that the Servicer may make deposits to and d

Accounts. (a) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIndenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at an Eligible Institutionthe Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account. (b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIndenture Trustee) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and thethe Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account. (c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Owner Trustee at an Eligible Institution (which shall initially be the Owner Trustee) a segregated trust account designated as the “CarMax Auto Owner Trust 2016-3 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Owner Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Owner Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Owner Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at the Owner Trustee, the Servicer shall, with the Owner Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee in writing of any change in the account number or location of the Certificate Payment Account. (d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period and any Unreimbursed Servicer Advances for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date.

Accounts. (a) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIndenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at an Eligible Institutionthe Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account. (b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIndenture Trustee) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and thethe Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account. (c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the “CarMax Auto Owner Trust 2020-3 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee in writing of any change in the account number or location of the Certificate Payment Account. (d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period and any Unreimbursed Servicer Advances for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse Unreimbursed Servicer Advance or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer). (e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date.

Accounts. (a) The Servicer shall establish, on On or before prior to the Closing Effective Date, and maintain the Borrower shall establish each Account in the name of the Indenture Trustee at an Eligible Institution (which Borrower and each Account shall initially be a segregated, non-interest bearing trust account established with the Securities Intermediary) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account , who shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals forward funds from the Collection Account to the Collateral Agent for application by the Collateral Agent pursuant to Section 8.3 and the applicable Monthly Report. If at any time a Responsible Officer of the Collateral Agent obtains actual knowledge that any Account ceases to be an Eligible Account (with notice to the Investment Manager and the Administrative Agent), then the Borrower shall cause the Investment Manager to transfer such account to another institution such that such account shall meet the requirements of an Eligible Account. Except as set forth below, amounts on deposit in the Unfunded Exposure Account may be withdrawn by the Borrower or at the direction of the Investment Manager (i) to fund any draw requests of the relevant Obligors under any Variable Funding Asset, or (ii) to make a deposit into the Collections Account as Principal Collections if, after giving effect to such withdrawal, the aggregate amount on deposit in the Unfunded Exposure Account is equal to or greater than the Aggregate Unfunded Amount. Following the Facility Termination Date, the Borrower shall cause the Investment Manager to forward any draw request made by an Obligor under a Variable Funding Asset, along with wiring instructions for the applicable Obligor, to the Collateral Custodian (with a copy to the Administrative Agent) along with an instruction to the Collateral Custodian to withdraw the applicable amount from the Unfunded Exposure Account and a certification that the conditions to fund such draw are satisfied, and the Collateral Custodian shall fund such draw request in accordance with this Agreementsuch instructions from the Investment Manager. Following the end of the Revolving Period, if the Borrower shall receive any Principal Collections from an Obligor with respect to a Variable Funding Asset and, as of the date of such receipt (and after taking into account such repayment), the Indenture aggregate amount on deposit in the Unfunded Exposure Account is less than the Aggregate Unfunded Amount (the amount of such shortfall, in each case, the “Unfunded Exposure Shortfall”), the Borrower shall cause the Investment Manager to direct the Collateral Custodian to and the Trust Agreement. All monies deposited from time to time in Collateral Custodian shall deposit into the Collection Unfunded Exposure Account pursuant to this Agreement shall be held by the Indenture Trustee as part an amount of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant such Principal Collections equal to the first sentence lesser of Section 4.2, all (a) the aggregate amount of such Principal Collections and (b) the Unfunded Exposure Shortfall. (b) All amounts held in the Collection any Account shall, to the extent permitted by applicable law, rules and regulationsApplicable Laws, be investedinvested by the Collateral Custodian, as directed by the Investment Manager in writing by (or, if the ServicerInvestment Manager fails to provide such direction, by the bank or trust company then maintaining the Collection Account such amounts shall remain uninvested), in Permitted Investments that mature (i) with respect to the Collection Account, not later than the one Business Day preceding prior to the Distribution Date following for the Collection Period during to which such amounts relate and (ii) with respect to the Unfunded Exposure Account, on the immediately following Business Day. Any such written direction shall certify that any such investment is madeauthorized by this Section 8.1. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such in Permitted Investments shall be held to maturity. If the Collection Account is no longer maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account. (b) The Servicer shall establish, on or before the Closing Date, and maintain made in the name of the Indenture Trustee at an Eligible Institution (which Collateral Custodian, and, except as specifically required below, such investments shall initially not be sold or disposed of prior to their maturity. If any amounts are needed for disbursement from the Securities Intermediary) Collection Account and sufficient uninvested funds are not available therein to make such disbursement, the Collateral Custodian shall cause to be sold or otherwise converted to cash a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit sufficient amount of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee investments in writing such account to make withdrawals from the Note Payment Account such disbursement in accordance with and upon the written direction of the Investment Manager or, if the Investment Manager shall fail to give such direction, the Administrative Agent. The Collateral Custodian shall, upon written request, provide the Administrative Agent with all information in its possession regarding transfer into and out of the Collection Account (including, but not limited to, the identity of the counterparty making or receiving such transfer). In no event shall the Collateral Agent or the Collateral Custodian be liable for the selection of any investments or any losses in connection therewith, or for any failure of the Investment Manager or the Administrative Agent, as applicable, to timely provide investment instruction to the Collateral Custodian. The Collateral Agent or the Collateral Custodian and their respective Affiliates shall be permitted to receive additional compensation that could be deemed to be in the Collateral Agent’s or the Collateral Custodian’s economic self-interest for (i) serving as investment adviser, administrator, shareholder, servicing agent, custodian or sub-custodian with respect to certain of the Permitted Investments, (ii) using affiliates to effect transactions in certain Permitted Investments, and (iii) effecting transactions in certain investments. Such compensation shall not be considered an amount that is reimbursable or payable pursuant to this Agreement Agreement. (c) Neither the Borrower nor the Investment Manager shall have any rights of direction or withdrawal, with respect to amounts held in the Collection Account, except to the extent explicitly set forth in Section 8.1(a), Section 8.1(b), Section 8.2, or Section 8.3(b). Subject to the other provisions hereof, the Collateral Agent shall have sole Control (within the meaning of the UCC) over each Account and each such investment and the Indentureincome thereon, and any certificate or other instrument evidencing any such investment, if any, shall be delivered to the Collateral Agent or its agent, together with each document of transfer, if any, necessary to transfer title to such investment to the Collateral Agent in a manner that complies with this Section 8.1. All monies interest, dividends, gains upon sale and other income from, or earnings on, investments of funds in the Accounts shall be deposited or transferred to the Collection Account and distributed pursuant to Section 8.3(a). (d) The Equityholder may, from time to time in its sole discretion (x) deposit amounts into the Note Payment Principal Collection Account pursuant and/or (y) transfer Eligible Collateral Obligations as equity contributions to the Borrower. All such amounts will be included in each applicable compliance calculation under this Agreement Agreement, including, without limitation, calculation of the Borrowing Base and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and theMinimum Equity Condition.

Accounts. (a) Qualified Intermediary shall establish the Accounts during the term of this Agreement. The Servicer purpose of the Accounts, the procedures with respect to the collection, separation, consolidation, transfer and disbursement of funds with respect to each Account, the procedures with respect to the payment for Replacement Property, certain reporting requirements of the Exchangers, the investment of funds on deposit in the Exchange Account and funds transfer procedures with respect to the Accounts are described in greater detail in Exhibit C. (b) As part of its assignment of the Relinquished Property Agreement to Qualified Intermediary pursuant to Section 2.1 above, each Exchanger shall establishdesignate the Asset Class(es) of the Relinquished Property to which the Relinquished Property Agreement relates and as described in Exhibit A, and shall instruct Qualified Intermediary as to the amount of the Qualified Proceeds to be received pursuant to such Relinquished Property Agreement that is allocable to Relinquished Property of each such Asset Class designated by such Exchanger. Upon receipt of such instruction by the applicable Exchanger and of the Qualified Proceeds from the Transferee, Qualified Intermediary shall deposit the Qualified Proceeds into the Exchange Account as instructed by such Exchanger hereunder. (c) Any funds on deposit in the Accounts shall be invested in Permitted Investments. Qualified Intermediary shall credit to the applicable Account, on a periodic basis or before at the Closing Datetime of closing of the account, and maintain the interest or other similar return earned, if any, on funds on deposit in the name Accounts. (d) Qualified Intermediary shall disburse, in the form of ACH credits or wire transfers, Qualified Proceeds from the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Collection Exchange Account (the “Collection Account”). The Collection Account shall be held in trust to one or more Disbursement Accounts for the benefit acquisition of the NoteholdersReplacement Property, as described in Section 4.2 above and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account non-Qualified Disbursements. In connection with any checks or EFT to be prepared and executed in accordance with this AgreementSection, Qualified Intermediary may appoint any person (including, without limitation, Exchanger as its agent for the limited purpose of preparing such checks and/or verifying such EFT disbursement or transfer files, and may appoint any person (including, without limitation, the Indenture person designated as its agent for the purpose of preparing such checks and/or verifying such EFT disbursement or transfer files) as its attorney-in-fact with full power and authority to execute and deliver such checks and/or to verify the Trust Agreement. All monies deposited from time amounts of such EFT disbursement or transfer files payable with funds on deposit in a Disbursement Account on behalf of Qualified Intermediary pursuant to time a revocable limited power of attorney in the Collection form attached as Exhibit E hereto. (e) The Exchange Account shall be a restricted account, and each Exchanger shall have no right to pledge, borrow or otherwise obtain the benefits of Qualified Proceeds held in such Account, except as provided in Section 3.2(ii) above, Article IV above and to the extent not inconsistent with Treasury Regulation Section 1.1031(k)-1(g)(6). Upon a Disbursement Occurrence, funds, if any, contained in the Exchange Account which no longer constitute Qualified Proceeds shall be transferred to the applicable Exchanger. (f) All funds held in Accounts pursuant to this Agreement shall only be held by transferred or disbursed upon the Indenture Trustee as part joint written (including electronic) instruction of the Trust Property Qualified Intermediary and Exchanger. Nothing in this paragraph shall be applied as provided in this Agreement. All deposits construed to and withdrawals from the Collection Account shall permit a disbursement to be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, directed by either party except to the extent permitted by applicable lawTreasury Regulations Section 1.1031(k)-1(g)(6)), rules Section 5.02 of Rev. Proc. 2003-39 and regulationsSection 5.1(e) hereof. Except in regard to the disbursement of Additional Subsidies for Non-Qualified Disbursements, be invested, as directed Exchanger’s consent to a transfer or disbursement is intended solely to protect the integrity of Qualified Proceeds and Additional Subsidies from disbursement in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer maintained at an Eligible Institution, the Servicer shall, circumstances inconsistent with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee terms of any change in the account number or location of the Collection Accountthis Agreement. (b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the

Accounts. (a) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIndenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at an Eligible Institutionthe Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account. (b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIndenture Trustee) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and thethe Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account. (c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the “CarMax Auto Owner Trust 2016-4 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee in writing of any change in the account number or location of the Certificate Payment Account. (d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period and any Unreimbursed Servicer Advances for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date.

Accounts. (a) The Servicer shall establish, on On or before the Closing Date, the Indenture Trustee will cause to be established and maintain maintained three Qualified Accounts denominated as follows: the “Principal Funding Account,” the “Reserve Account” and the “Spread Account” in the name of the Indenture Trustee at an Eligible Institution (which shall initially be Trustee, bearing a designation clearly indicating that the Securities Intermediary) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be funds deposited therein are held in trust for the benefit of the Series 2008-2 Noteholders (or, in the case of the Spread Account, for the benefit of the Class C Noteholders). The Principal Funding Account, the Reserve Account and the Certificateholders. The Collection Spread Account constitute Issuer Accounts and shall be under the sole dominion and control of the Indenture Trustee; providedTrustee for the benefit of the Series 2008-2 Noteholders (or, howeverin the case of the Spread Account, that for the Servicer may make deposits to and direct benefit of the Indenture Trustee in writing to make withdrawals from Class C Noteholders). If, at any time, any institution holding the Collection Account in accordance with this AgreementPrincipal Funding Account, the Indenture and Reserve Account or the Trust Agreement. All monies deposited from time Spread Account ceases to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer maintained at an Eligible Qualified Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case Issuer will within ten (10) calendar days Business Days (or such longer period period, not to exceed thirty (30) calendar days days, as to which each Note Rating Agency shall may consent) cause establish a new Principal Funding Account, Reserve Account or Spread Account, as the Collection case may be, that is a Qualified Account and shall transfer any cash and/or investments to such new Principal Funding Account, Reserve Account or Spread Account, as the case may be. From the date such new Principal Funding Account, Reserve Account or Spread Account is established, it will be moved to an Eligible Institutionthe “Principal Funding Account,” “Reserve Account” or “Spread Account,” as the case may be. The Servicer shall promptly notify Principal Funding Account, the Indenture Trustee Reserve Account and the Owner Trustee of any change in the account number or location of the Collection AccountSpread Account will receive deposits pursuant to Article III. (b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially All payments to be the Securities Intermediary) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited made from time to time by the Indenture Trustee to Noteholders out of funds in the Note Payment Principal Funding Account, the Reserve Account or the Spread Account pursuant to this Agreement and the Indenture shall Supplement will be held made by the Indenture Trustee to the Paying Agent not later than 12:00 noon, New York City time, on the applicable Interest Payment Date or Principal Payment Date but only to the extent of available funds in the applicable Issuer Account or as part otherwise provided in Article III. (c) On each Distribution Date, all interest and earnings (net of losses and investment expenses) accrued since the preceding Distribution Date on funds on deposit in the Spread Account will be retained in the Spread Account (to the extent that the sum of the Trust Property amount on deposit in the Spread Account with respect to the related Monthly Period is less than the required balance for the Spread Account for that Monthly Period) and shall the excess, if any, will be applied as provided in this Agreement and thepaid to the Issuer.

Accounts. (a) The On or prior to the Effective Date, the Servicer shall establish, on or before the Closing Date, and maintain establish each Account in the name of the Indenture Trustee at an Eligible Institution (which Borrower and each Account shall initially be a segregated, non-interest bearing trust account established with the Securities Intermediary) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account , who shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals forward funds from the Collection Account to the Collateral Agent upon its request for application by the Collateral Agent pursuant to Section 8.3. If at any time a Responsible Officer of the Collateral Agent obtains actual knowledge that any Account ceases to be an Eligible Account (with notice to the Servicer and the Administrative Agent and each Lender (via the Collateral Agent’s Website)), then the Servicer shall transfer such account to another institution such that such account shall meet the requirements of an Eligible Account. Except as set forth below and the proviso hereof, amounts on deposit in the Unfunded Exposure Account may be withdrawn by the Borrower or the Servicer (i) to fund any draw requests of the relevant Obligors under any Variable Funding Asset included in the Collateral as of such date, or (ii) to make a deposit into the Collection Account as Principal Collections if, after giving effect to such withdrawal, the aggregate amount on deposit in the Unfunded Exposure Account plus, solely during the Revolving Period, the undrawn portion of the Commitments available to be drawn hereunder, is equal to or greater than the Aggregate Unfunded Amount; provided that, notwithstanding the foregoing, upon an event described in Section 2.2(c) (as notified by the Administrative Agent to the Collateral Custodian), amounts on deposit in the Unfunded Exposure Account may only be withdrawn with the consent of the Administrative Agent (in its sole discretion). Following the Facility Termination Date, any draw request made by an Obligor under a Variable Funding Asset included in the Collateral as of such date, along with wiring instructions for the applicable Obligor, shall be forwarded by the Servicer to the Collateral Custodian (with a copy to the Administrative Agent and each Lender (via the Collateral Agent’s Website)) along with an instruction to the Collateral Custodian to withdraw the applicable amount from the Unfunded Exposure Account and a certification that the conditions to fund such draw are satisfied, and the Collateral Custodian shall, subject to the proviso in the immediately above paragraph, fund such draw request in accordance with this Agreementsuch instructions from the Servicer. Following the end of the Revolving Period, if the Borrower shall receive any Principal Collections from an Obligor with respect to a Variable Funding Asset included in the Collateral as of such date and, as of the date of such receipt (and after taking into account such repayment), the Indenture aggregate amount on deposit in the Unfunded Exposure Account is less than the Aggregate Unfunded Amount (the amount of such shortfall, in each case, the “Unfunded Exposure Shortfall”), the Servicer shall direct the Collateral Custodian to and the Trust Agreement. All monies deposited from time to time in Collateral Custodian shall deposit into the Collection Unfunded Exposure Account pursuant to this Agreement shall be held by the Indenture Trustee as part an amount of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant such Principal Collections equal to the first sentence lesser of Section 4.2, all (a) the aggregate amount of such Principal Collections and (b) the Unfunded Exposure Shortfall. (b) All amounts held in the Collection any Account shall, to the extent permitted by applicable law, rules and regulationsApplicable Laws, be investedinvested by the Collateral Agent, as directed by the Servicer in writing by (or, if the ServicerServicer fails to provide such direction, by such amounts shall be invested in investments described in clause (d) of the bank or trust company then maintaining the Collection Account definition of Permitted Investments), in Permitted Investments that mature (i) with respect to the Collection Account, not later than the one Business Day preceding prior to the Distribution Date following for the Collection Period during to which such amounts relate and (ii) with respect to the Unfunded Exposure Account, on the immediately following Business Day. Any such written direction shall certify that any such investment is madeauthorized by this Section 8.1. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such in Permitted Investments shall be held to maturity. If the Collection Account is no longer maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account. (b) The Servicer shall establish, on or before the Closing Date, and maintain made in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit Collateral Agent on behalf of the NoteholdersSecured Parties, and, except as specifically required below, such investments shall not be sold or disposed of prior to their maturity. The Note Payment If any amounts are needed for disbursement from the Collection Account and sufficient uninvested funds are not available therein to make such disbursement, the Collateral Agent shall cause to be under the sole dominion and control sold or otherwise converted to cash a sufficient amount of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee investments in writing such account to make withdrawals from the Note Payment Account such disbursement in accordance with and upon the written direction of the Servicer or, if the Servicer shall fail to give such direction, the Administrative Agent. The Collateral Agent shall, upon written request, provide the Administrative Agent with all information in its possession regarding transfer into and out of the Collection Account (including, but not limited to, the identity of the counterparty making or receiving such transfer). In no event shall the Collateral Agent be liable for the selection of any investments or any losses in connection therewith, or for any failure of the Servicer or the Administrative Agent, as applicable, to timely provide investment instruction or disposition instruction, as applicable, to the Collateral Custodian. The Collateral Agent or the Collateral Custodian and their respective Affiliates shall be permitted to receive additional compensation that could be deemed to be in the Collateral Agent’s or the Collateral Custodian’s economic self-interest for (i) serving as investment adviser, administrator, shareholder, servicing agent, custodian or sub-custodian with respect to certain of the Permitted Investments, (ii) using Affiliates to effect transactions in certain Permitted Investments, and (iii) effecting transactions in certain investments. Such compensation shall not be considered an amount that is reimbursable or payable pursuant to this Agreement Agreement. (c) Neither the Borrower nor the Servicer shall have any rights of direction or withdrawal, with respect to amounts held in any Account, except to the extent explicitly set forth herein. Subject to the other provisions hereof, the Collateral Agent shall have sole Control (within the meaning of the UCC) over each Account and each such investment and the Indentureincome thereon, and any certificate or other instrument evidencing any such investment, if any, shall be delivered to the Collateral Agent or its agent, together with each document of transfer, if any, necessary to transfer title to such investment to the Collateral Agent in a manner that complies with this Section 8.1. All monies interest, dividends, gains upon sale and other income from, or earnings on, investments of funds in the Accounts shall be deposited or transferred to the Collection Account and distributed pursuant to Section 8.3(a). (d) The Equityholder may, from time to time in its sole discretion (x) deposit amounts into the Note Payment Principal Collection Account pursuant and/or (y) transfer Eligible Collateral Obligations as equity contributions to the Borrower. All such amounts will be included in each applicable compliance calculation under this Agreement Agreement, including, without limitation, calculation of the Borrowing Base and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and theMinimum Equity Test.

Accounts. 24.1 The Trustee, at the request of the Management Company, shall open Bank Accounts titled CDC-Trustee First Habib Stock Fund for the Unit Trust at such Branches of Banks and at such locations (aincluding outside Pakistan, subject to applicable Regulations and after obtaining necessary written prior approvals from the relevant regulatory authority in Pakistan) as may be requested by the Management Company from time to time. Such accounts may be used for collection, Investment, redemption or any other use of the Trust. 24.2 The Servicer Management Company may also require the Trustee to open a separate Bank Account for each dividend distribution out of the Unit Trust. Notwithstanding anything in this Deed, the beneficial ownership of the balances in these accounts shall establish, on or before the Closing Date, and maintain vest in the name Unit Holder(s). 24.3 All Bank charges for opening and maintaining Bank Accounts for the Trust shall be charged to the Fund. 24.4 All interest, income, mark up, profit etc. earned in the Distribution Account(s), including those accruing on unclaimed dividends, shall form part of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust Trust Property for the benefit of the Noteholders, Unit Holder(s) and the Certificateholders. The Collection Account shall be under transferred periodically from the sole dominion and control Distribution Account(s) to the main Bank Account of the Indenture Trustee; providedTrust. 24.5 The amounts received from the Core Investors (seed capital) and private placement investors shall be deposited in a separate Bank Account and transferred to the main Bank Account of the Fund upon the start of the Initial Offer Period. Income, however, that the Servicer may make deposits profit etc. earned on Investments by Core Investors and Pre IPO investors up to and direct including the Indenture Trustee in writing to make withdrawals from day before the Collection Account in accordance with this Agreementopening of Initial Public Offering, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by paid on receipt of such income / profit, to the Indenture Trustee as Core and Pre IPO investors and shall not form part of the Trust Property Property. 24.6 The Trustee shall, if requested by the Management Company open off shore Bank Accounts titled CDC Trustee-First Habib Stock Fund in offshore countries where the Investments are made on account of the Scheme, if such Investments necessitate opening and operation of Bank Accounts by the Trustee. For this purpose, the Trustee shall be applied deemed to be authorized to sign and submit the prescribed account opening forms of such Banks, including custodial/sub-custodial services accounts and Brokerage accounts with such Banks, Custodians, sub-Custodians, and Brokers, as provided may be required to be appointed for offshore Investments of the Scheme. The opening, operation and maintenance of such Bank Accounts, custodial/sub-custodial and Brokerage services accounts in this Agreementoffshore countries shall always be subject to the approval of the State Bank of Pakistan and the exchange control Regulations, as well as any directives of the State Bank of Pakistan and/or the Commission. 24.7 The Management Company shall exercise due caution and diligence in appointing and arranging of such Bank, Brokerage houses and Custodian/ sub-Custodian in offshore countries. All deposits to The Management Company and withdrawals from the Collection Account Trustee shall not incur any personal liability for any consequences that may arise in the opening and operation of such Bank Accounts, Brokerage accounts and/or custodial/sub-custodial services accounts. The Management Company and the Trustee shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account. (b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part indemnified out of the Trust Property for any losses, costs and expenses that may be suffered, sustained or incurred by the Management Company /Trustee and against all consequences arising from and out of (1) the execution by the Management Company /Trustee of the account opening forms/ documents with all particulars as may be required by such Bank(s), Financial Institution(s), Custodian(s)/sub- Custodian(s) and Brokerage house(s), (2) the opening of such account(s) with the offshore Bank(s), Financial Institution(s), Custodian(s)/sub-Custodian(s) and Brokerage house(s), (3) the Investments made in offshore countries on account of the Scheme, (4) the appointment of Bank(s),Financial Institution(s), Broker(s) and/or Custodian(s)/sub-Custodian(s) for the Schemes’ Investments, securities and other assets internationally and (5) all other related or incidental activities of the Management Company/Trustee in relation to the above. Provided that such indemnity shall not be applied available to the Management Company and/or the Trustee, if such loss, cost or expense is sustained or incurred due to willful or gross negligence on their respective part. For the purpose of making arrangements in offshore countries, the Management Company may in consultation with Trustee retain the services of advisors and professionals to ensure legal and regulatory compliances on part of the Management Company and the Trustee, as provided in this Agreement Clause 6.17 above. 24.8 The beneficial ownership of the balances in the Bank Account(s), except the Bank Account(s) mentioned in Clauses 24.4 and the24.5 above shall vest in the Unit Holder(s).

Accounts. (a) The Servicer shall establish, on or before the Closing Date, and prior to the payment in full of the principal of and interest on the Notes, maintain with the Securities Intermediary in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Collection Account (the “Collection Account”). The Prior to the payment in full of the principal of and interest on the Notes, the Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. Following payment in full of the principal of and interest on the Notes, the Collection Account shall be maintained in the name of the Issuer at an Eligible Institution and held in trust for the benefit of the Certificateholders. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property Estate and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account. On the Distribution Date on which the Notes have been paid in full (other than in connection with the Servicer’s exercise of its optional purchase right), the Indenture Trustee will take all necessary or appropriate actions, as directed by the Issuer and at no expense to the Indenture Trustee, the Grantor Trust Trustee or the Owner Trustee, to transfer all of its right, title and interest in the Collection Account (including any investments and investment income) to the Paying Agent for the benefit of the Certificateholders. Following such transfer, the Collection Account will be maintained under the sole dominion and control of the Paying Agent for the benefit of the Certificateholders and the Paying Agent will make distributions from the Collection Account. (b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property Estate and shall be applied as provided in this Agreement and thethe Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account. (c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the “CarMax Select Receivables Trust 2026-B Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Estate and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Certificate Payment Account. (d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xiii) of the Indenture, and (ii) for purposes of Section 2.8(a)(xiv) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full. (e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date. (f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.

Accounts. (a) The Servicer shall establish, on On or before the Closing Date, and maintain in the name date of the Indenture Trustee at an Eligible Institution first Loan, the Borrower shall establish with the Custodian as Securities Intermediary (i) a securities account (the “Collateral Account”) to which all Portfolio Assets will be credited, (ii) a securities account, which shall initially be a subaccount of the Securities IntermediaryCollection Account, into which all interest proceeds from the Portfolio Assets and other Interest Collections will be deposited (the “Interest Collection Account”), (iii) a segregated trust account designated as securities account, which shall be a subaccount of the Collection Account Account, into which all principal proceeds received in connection with the Portfolio Assets (including any repayments or prepayments of principal and amounts received in connection with any sale, termination or other dispositions thereof up to the outstanding principal amount thereof) and other principal proceeds will be deposited (the “Principal Collection Account” and, together with the Interest Collection Account, the “Collection Account”). The Collection Account shall be held in trust for , (iv) a securities account (the benefit of “Trust Account”) into which all cash received by the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals Borrower from the equity contributions made by the Equityholder, all Loan proceeds and any amounts transferred from the Principal Collection Account in accordance with this Agreement, the Indenture Principal Priority of Payments will be deposited and (v) a securities account (the Trust Agreement. All monies “OC Ratio Posting Account”) into which funds related to OC Ratio Posting Payments shall be deposited from time to time in the Collection Account pursuant to this Agreement Section 6. The Accounts shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided maintained in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer maintained at an Eligible Institution, the Servicer shall, accordance with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection AccountControl Agreement. (b) The Servicer only permitted withdrawal from or application of assets credited to the Collateral Account shall establishbe to deliver such assets in connection with a sale, termination, repayment or other disposition of such asset against payment or exchange. Any cash payment received in connection with any such disposition shall be deposited into the Collection Account or paid to the Administrative Agent on behalf of the Lenders as provided herein, and any non-cash asset received in exchange shall be credited to the Collateral Account promptly. (c) The Borrower (or the Collateral Manager on behalf of the Borrower) shall instruct each obligor under the Portfolio Assets (or, with respect to any Agented Asset, the paying agent) to deliver all proceeds in respect of the Borrower Collateral to the Collection Account. The Borrower shall (or shall cause the Collateral Manager to), on or before the Closing Datea daily basis (on each Business Day), and maintain identify collections received in the name Collection Account on the second prior Business Day in connection with the Portfolio Assets as either Principal Collections or Interest Collections and notify the Custodian of such determination. The Borrower (or the Collateral Manager on behalf of the Indenture Trustee at an Eligible Institution Borrower) shall cause all Principal Collections received on behalf of the Portfolio Assets in the Collection Account to be promptly (which but in any event no later than one Business Day following receipt thereof) transferred by the Custodian to the Principal Collection Account. The Borrower (or the Collateral Manager on behalf of the Borrower) shall initially cause all Interest Collections received on behalf of the Portfolio Assets in the Collection Account to be promptly (but in any event no later than one Business Day following receipt thereof) transferred by the Custodian to the Interest Collection Account. The only permitted withdrawal from or application of funds on deposit in the Collection Account, Principal Collection Account or Interest Collection Account shall be to make payments expressly provided for in this Agreement or to transfer funds to the Trust Account in connection with a Reinvestment pursuant to Section 5(b). (d) The only permitted withdrawals from or application of funds on deposit in the Trust Account shall be to either (i) make prepayments on outstanding Loans in accordance with Section 2(h) or other payments expressly provided for in this Agreement or (ii) purchase Assets. (e) The only permitted withdrawals from or application of funds on deposit in the OC Ratio Posting Account shall be in accordance with Section 6 hereof. (f) With the prior written consent of the Administrative Agent (not to be unreasonably withheld or delayed), the Collateral Manager may direct the Custodian and the Securities Intermediary to withdraw from the Collection Accounts and pay to the Person entitled thereto any amounts credited thereto constituting Excluded Amounts if the Collateral Manager has, prior to such withdrawal and consent, delivered to the Administrative Agent, the Securities Intermediary) , the Borrower and each Lender a segregated trust account designated as report setting forth the Note Payment Account (calculation of such Excluded Amounts in form and substance reasonably satisfactory to the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion Administrative Agent and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and theeach Lender.

Accounts. (a) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIndenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at an Eligible Institutionthe Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account. (b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIndenture Trustee) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and thethe Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account. (c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the “CarMax Auto Owner Trust 2022-4 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee in writing of any change in the account number or location of the Certificate Payment Account. (d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer). (e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date. (f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.

Accounts. (a) The Servicer shall establishshall, on or before prior to the Closing Date, establish and maintain a segregated trust account in the name of the Indenture Trustee Trustee, at an Eligible a Qualified Institution or Qualified Trust Institution (which shall initially be the Securities Intermediary) a segregated corporate trust account department of Bank of Tokyo - Mitsubishi Trust Company), which shall be designated as the Collection Account (the “"Collection Account”)". The Collection Account shall be held in trust for the benefit of the Noteholders, Noteholders and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with the terms of this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All all deposits to and withdrawals from the Collection Account therefrom shall be made only upon the terms and conditions of the Transaction Basic Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.24.2(a), all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account Account, in Permitted Investments that mature not later than the Business Day preceding immediately prior to the Distribution Payment Date following for the Collection Period during to which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All amounts relate and such Permitted Investments shall be held to maturity. If All interest and other income (net of losses and investment expenses) on funds on deposit in the Collection Account shall be withdrawn from the Collection Account at the written direction of the Servicer and shall be deposited in the Certificate Distribution Account. In the event that the Collection Account is no longer to be maintained at an Eligible Institutionthe corporate trust department of Bank of Tokyo - Mitsubishi Trust Company, the Servicer shall, with the Indenture Trustee’s 's or Owner Trustee's assistance as necessary, promptly (and in any case cause the Collection Account to be moved to a Qualified Institution or a Qualified Trust Institution within ten (10) calendar days Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent). (b) The Servicer shall, prior to the Closing Date, establish and maintain a segregated trust account in the name of the Indenture Trustee, at a Qualified Institution or Qualified Trust Institution (which shall initially be the corporate trust department of Bank of Tokyo - Mitsubishi Trust Company), which shall be designated as the "Pre-Funding Account". The Pre-Funding Account shall be held in trust for the benefit of the Noteholders and the Certificateholders. The Pre-Funding Account shall be under the sole dominion and control of the Indenture Trustee; provided, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Pre-Funding Account in accordance with the terms of this Agreement and the other Basic Documents. All monies deposited from time to time in the Pre-Funding Account shall be held by the Indenture Trustee as part of the Trust Property and all deposits to and withdrawals therefrom shall be made only upon the terms and conditions of the Basic Documents. All amounts held in the Pre-Funding Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Pre-Funding Account, in Permitted Investments that mature not later than the Business Day immediately prior to each Payment Date and such Permitted Investments shall be held until maturity. On the Business Day preceding each Payment Date, the Servicer shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account for deposit to the Collection Account on such date an amount equal to the Pre-Funding Account Investment Earnings, if any, for the related Collection Period. In the event that the Pre-Funding Account is no longer to be maintained at the corporate trust department of Bank of Tokyo - Mitsubishi Trust Company, the Servicer shall, with the Indenture Trustee's or Owner Trustee's assistance as necessary, cause the Pre-Funding Account to be moved to a Qualified Institution or a Qualified Trust Institution within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent). With respect to any amounts, securities, investments, financial assets and other property deposited in or credited to the Pre-Funding Account: (i) any such property that is a "financial asset" as defined in Section 8-102(a)(9) of the UCC shall be physically delivered to, or credited to an account in the name of, the Qualified Institution or Qualified Trust Institution maintaining the Pre-Funding Account, as applicable, in accordance with such institution's customary procedures such that such institution establishes a "securities entitlement" in favor of the Indenture Trustee with respect thereto; (ii) any such property that is held in deposit accounts shall be held solely in the name of the Indenture Trustee at one or more depository institutions having the Required Rating and each such deposit account shall be subject to the exclusive custody and control of the Indenture Trustee, and the Indenture Trustee shall have sole signature authority with respect thereto; and (iii) except for any deposit accounts specified in clause (ii) above, the Pre-Funding Account shall only be invested in securities or in other assets which the Qualified Institution or Qualified Trust Institution maintaining the Pre-Funding Account, as applicable, agrees to treat as "financial assets" as defined in Section 8-102(a)(9) of the UCC. (c) The Servicer shall, prior to the Closing Date, establish and maintain a segregated trust account in the name of the Indenture Trustee, at a Qualified Institution or Qualified Trust Institution (which shall initially be the corporate trust department of Bank of Tokyo - Mitsubishi Trust Company), which shall be designated as the "Negative Carry Account". The Negative Carry Account shall be held in trust for the exclusive benefit of the Noteholders. The Negative Carry Account shall be under the sole dominion and control of the Indenture Trustee; provided, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Negative Carry Account in accordance with the terms of this Agreement and the other Basic Documents. All monies deposited from time to time in the Negative Carry Account shall be held by the Indenture Trustee as part of the Trust Property and all deposits to and withdrawals therefrom shall be made only upon the terms and conditions of the Basic Documents. All amounts held in the Negative Carry Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Negative Carry Account, in Permitted Investments that mature not later than the Business Day immediately prior to each Payment Date and such Permitted Investments shall be held until maturity. All interest and other income (net of losses and investment expenses) on funds on deposit in the Negative Carry Account shall be withdrawn from the Negative Carry Account for deposit to the Collection Account or release to the Seller at the time and in the manner provided in Section 4.9. In the event that the Negative Carry Account is no longer to be maintained at the corporate trust department of Bank of Tokyo - Mitsubishi Trust Company, the Servicer shall, with the Indenture Trustee's or Owner Trustee's assistance as necessary, cause the Collection Account to be moved to a Qualified Institution or a Qualified Trust Institution within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent). With respect to any amounts, securities, investments, financial assets and other property deposited in or credited to the Negative Carry Account: (i) any such property that is a "financial asset" as defined in Section 8-102(a)(9) of the UCC shall be physically delivered to, or credited to an Eligible Institution. The Servicer shall promptly notify account in the name of, the Qualified Institution or Qualified Trust Institution maintaining the Negative Carry Account, as applicable, in accordance with such institution's customary procedures such that such institution establishes a "securities entitlement" in favor of the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account.with respect thereto; (bii) The Servicer any such property that is held in deposit accounts shall establish, on or before the Closing Date, and maintain be held solely in the name of the Indenture Trustee at an Eligible one or more depository institutions having the Required Rating and each such deposit account shall be subject to the exclusive custody and control of the Indenture Trustee and the Indenture Trustee shall have sole signature authority with respect thereto; and (iii) except for any deposit accounts specified in clause (ii) above, the Negative Carry Account shall only be invested in securities or in other assets which the Qualified Institution or Qualified Trust Institution maintaining the Negative Carry Account, as applicable, agrees to treat as "financial assets" as defined in Section 8-102(a)(9) of the UCC. (d) The Servicer shall, prior to the Closing Date, establish and maintain a segregated trust account in the name of the Indenture Trustee at a Qualified Institution or Qualified Trust Institution (which shall initially be the Securities Intermediary) a segregated corporate trust account department of Bank of Tokyo - Mitsubishi Trust Company), which shall be designated as the Note Payment Account (the “"Note Payment Account”)". The Note Payment Account shall be held in trust for the exclusive benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and thethe Indenture. In the event that the Note Payment Account is no longer to be maintained at the corporate trust department of Bank of Tokyo - Mitsubishi Trust Company, the Servicer shall, with the Indenture Trustee's assistance as necessary, cause the Note Payment Account to be moved to a Qualified Institution or a Qualified Trust Institution within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent). (e) The Servicer shall, prior to the Closing Date, establish and maintain a segregated trust account in the name of the Owner Trustee at a Qualified Institution or Qualified Trust Institution (which shall initially be Wilmington Trust Company), which shall be designated as the "Certificate Distribution Account". Except as provided in the Trust Agreement, the Certificate Distribution Account shall be held in trust for the benefit of the Certificateholders. The Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee; provided that the Indenture Trustee may make deposits to such account in accordance with the directions of the Servicer pursuant to this Agreement and the Indenture. All monies deposited from time to time in the Certificate Distribution Account pursuant to this Agreement and the Indenture shall be held by the Owner Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Trust Agreement. In the event that the Certificate Distribution Account is no longer to be maintained at Wilmington Trust Company, the Servicer shall, with the Owner Trustee's assistance as necessary, cause the Certificate Distribution Account to be moved to a Qualified Institution or a Qualified Trust Institution within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) and shall promptly notify the Indenture Trustee of the account number and location of such account. (f) The Servicer shall, prior to the Closing Date, establish and maintain a segregated trust account in the name of the Indenture Trustee at a Qualified Institution or Qualified Trust Institution (which shall initially be the corporate trust department of Bank of Tokyo - Mitsubishi Trust Company), which shall be designated as the "Payahead Account". The Payahead Account shall be held in trust for the benefit of the Noteholders and the Certificateholders. The Payahead Account shall be under the sole dominion and control of the Indenture Trustee provided, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Payahead Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Payahead Account shall be held by the Indenture Trustee as part of the Trust Property and all deposits to and withdrawals therefrom shall be made only upon the terms and conditions of the Basic Documents. On the Closing Date, the Seller shall deposit an amount equal to the Initial Payahead Account Deposit into the Payahead Account from the net proceeds of the sale of the Notes and the Certificates. On each Subsequent Transfer Date, the Servicer shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account and deposit to the Payahead Account an amount equal to the applicable Subsequent Payahead Account Deposit. If the Servicer is required to remit collections pursuant to the first sentence of Section 4.2(a), all amounts held in the Payahead Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Payahead Account, in Permitted Investments that mature not later than the Business Day immediately prior to the Payment Date for the Collection Period to which such amounts relate and such Permitted Investments shall be held to maturity. All interest and other income (net of losses and investment expenses) on funds on deposit in the Payahead Account shall be withdrawn from the Payahead Account at the direction of the Servicer and shall be paid to the Servicer as additional servicing compensation. In the event that the Payahead Account is no longer to be maintained at the corporate trust department of Bank of Tokyo - Mitsubishi Trust Company, the Servicer shall, with the Indenture Trustee's or Owner Trustee's assistance as necessary, cause the Payahead Account to be moved to a Qualified Institution or a Qualified Trust Institution within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent). (g) Notwithstanding the provisions of clause (d) above, for so long as (i) MMCA is the Servicer, (ii) the rating of MMCA's short-term unsecured debt is at least P-1 by ▇▇▇▇▇'▇ and is at least A-1 by S&P and (iii) no Events of Servicing Termination shall have occurred (each, a "Monthly Remittance Condition"), Payaheads need not be remitted to and deposited in the Payahead Account but instead may be remitted to and held by the Servicer. So long as such Monthly Remittance Conditions are met, the Servicer shall not be required to segregate or otherwise hold separate any Payaheads remitted to the Servicer as aforesaid but shall be required to remit Payaheads to the Collection Account in accordance with Section 4.6(a)(i). At all times as such Monthly Remittance Conditions are not met, the Servicer shall deposit in the Payahead Account the amount of any Payaheads then held or received by it. Notwithstanding the foregoing, if a Monthly Remittance Condition is not satisfied, the Servicer may utilize, with respect to Payaheads, an alternative remittance schedule (which may include the remittance schedule utilized by the Servicer before the Monthly Remittance Condition became unsatisfied), if the Servicer provides to the Owner Trustee and the Indenture Trustee written confirmation from the Rating Agencies that such alternative remittance schedule will not result in the downgrading or with

Accounts. (a) The Servicer Indenture Trustee shall establishestablish and maintain, on or before at all times during the Closing Dateterm of the Indenture, and maintain a 2019-2 Eligible Deposit Account in the name of and under the control of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, Noteholders (said account being called the “2019-2 Exchange Note Collections Account” and being initially identified as “GM Financial 2019-2 Exchange Note Collections Account”). Deposits to and withdrawals from the Certificateholders. The Collection 2019-2 Exchange Note Collections Account shall be made as set forth in the 2019-2 Servicing Agreement, the 2019-2 Exchange Note Supplement and the Indenture. (b) The Indenture Trustee shall establish and maintain, at all times during the term of the Indenture, a 2019-2 Eligible Deposit Account in the name of and under the sole dominion and control of the Indenture Trustee; provided, however, that Trustee for the Servicer may make deposits benefit of the Noteholders (said account being called the “Indenture Collections Account” and being initially identified as “GM Financial 2019-2 Indenture Collections Account”). Deposits to and direct withdrawals from the 2019-2 Indenture Collections Account shall be made as set forth in the 2019-2 Exchange Note Supplement and the Indenture. (c) The Indenture Trustee shall establish and maintain, at all times during the term of the Indenture, a 2019-2 Eligible Deposit Account in the name of and under the control of the Indenture Trustee in writing for the benefit of the Noteholders (said account being called the “Note Payment Account” and being initially identified as “GM Financial 2019-2 Note Payment Account”). Deposits to make and withdrawals from the Collection Note Payment Account shall be made as set forth in the Indenture. (d) The Indenture Trustee shall establish and maintain, at all times during the term of the Indenture, a 2019-2 Eligible Deposit Account in accordance with this Agreement, the name of and under control of the Indenture Trustee for the benefit of the Noteholders (said account being called the “Reserve Account” and the Trust Agreement. being initially identified as “GM Financial 2019-2 Reserve Account”). (e) All monies deposited from time to time in the Collection Account Accounts pursuant to this Agreement 2019-2 Servicing Supplement and the other Program Documents and the Accounts shall be held by the Indenture Trustee as part of the Trust Property Indenture Collateral and shall be applied as provided in this Agreementto the purposes herein and therein provided. All deposits to and withdrawals from the Collection If any Account shall cease to be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.22019-2 Eligible Deposit Account, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and assist the Servicer in any case within ten (10) calendar days or causing such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an institution at which it shall be a 2019-2 Eligible InstitutionDeposit Account. (f) If, at any time, any of the Accounts ceases to be a 2019-2 Eligible Deposit Account, the Servicer shall within thirty (30) days (or such longer period as to which the Rating Agencies rating any securities backed by the related Exchange Note may consent) establish a new Account as a 2019-2 Eligible Deposit Account and shall transfer any cash and/or any investments on deposit or credited to such earlier existing Account into such new Account. (g) The Indenture Trustee or other Person holding the Accounts shall be the “Securities Intermediary” with respect to the Accounts. If the Securities Intermediary in respect of the Accounts is not the Indenture Trustee, the Servicer shall obtain the express agreement of such Person to the obligations of the Securities Intermediary set forth in this Section 2.3(g). The Servicer Securities Intermediary agrees that: (i) Each of the Accounts is an account to which “financial assets” within the meaning of Section 8-102(a)(9) (“Financial Assets”) of the UCC in effect in the State of New York will be credited; (ii) All securities or other property underlying any Financial Assets credited to any Account shall be registered in the name of the Securities Intermediary, endorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary and in no case will any Financial Asset credited to an Account be registered in the name of the Issuer, payable to the order of the Issuer or specially endorsed to the Issuer; (iii) All property delivered to the Securities Intermediary pursuant to the 2019-2 Servicing Agreement and the Indenture will be promptly notify credited to the applicable Account; (iv) Each item of property (whether investment property, security, instrument or cash) credited to an Account shall be treated as a Financial Asset; (v) If at any time the Securities Intermediary shall receive any order from the Indenture Trustee directing transfer or redemption of any Financial Asset relating to an Account, the Securities Intermediary shall comply with such entitlement order without further consent by the Issuer or the Servicer; (vi) Each Account shall be governed by the laws of the State of New York, regardless of any provision of any other agreement. For purposes of the UCC, New York shall be deemed to be the Securities Intermediary’s jurisdiction and the Accounts (as well as the “securities entitlements” (as defined in Section 8-102(a)(17) of the UCC) related thereto) shall be governed by the laws of the State of New York; (vii) The Securities Intermediary has not entered into, and until termination of the Indenture, will not enter into, any agreement with any other Person relating to the Accounts and/or any Financial Assets credited thereto pursuant to which it has agreed to comply with entitlement orders (as defined in Section 8-102(a)(8) of the UCC) of such other Person and the Securities Intermediary has not entered into, and until the termination of the Indenture will not enter into, any agreement with the Issuer purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders as set forth in Section 2.4; and (viii) Except for the claims and interest of the Indenture Trustee and the Owner Trustee of any change Issuer in the account number or location of the Collection Account. (b) The Servicer shall establishAccounts, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIntermediary knows of no claim to, or interest in, the Accounts or in any Financial Asset credited thereto. If any other Person asserts any Lien, encumbrance, or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) a segregated trust account designated as against the Note Payment Account (Accounts or in any Financial Asset carried therein, the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of Securities Intermediary will promptly notify the Indenture Trustee; provided, however, that the Servicer may make deposits to Noteholders and direct the Issuer thereof. The Indenture Trustee shall possess all right, title and interest in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited all funds on deposit from time to time in the Note Payment Account pursuant to this Agreement Accounts and the Indenture shall be held by the Indenture Trustee as part of the Trust Property in all proceeds thereof, and shall be applied as provided the only Person authorized to originate entitlement orders in this Agreement and therespect of the Accounts.

Accounts. (a) The Servicer Indenture Trustee shall establishestablish and maintain, on or before at all times during the Closing Dateterm of the Indenture, and maintain a 2020-2 Eligible Deposit Account in the name of and under the control of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, Noteholders (said account being called the “2020-2 Exchange Note Collections Account” and being initially identified as “GM Financial 2020-2 Exchange Note Collections Account”). Deposits to and withdrawals from the Certificateholders. The Collection 2020-2 Exchange Note Collections Account shall be made as set forth in the 2020-2 Servicing Agreement, the 2020-2 Exchange Note Supplement and the Indenture. (b) The Indenture Trustee shall establish and maintain, at all times during the term of the Indenture, a 2020-2 Eligible Deposit Account in the name of and under the sole dominion and control of the Indenture Trustee; provided, however, that Trustee for the Servicer may make deposits benefit of the Noteholders (said account being called the “Indenture Collections Account” and being initially identified as “GM Financial 2020-2 Indenture Collections Account”). Deposits to and direct withdrawals from the 2020-2 Indenture Collections Account shall be made as set forth in the 2020-2 Exchange Note Supplement and the Indenture. (c) The Indenture Trustee shall establish and maintain, at all times during the term of the Indenture, a 2020-2 Eligible Deposit Account in the name of and under the control of the Indenture Trustee in writing for the benefit of the Noteholders (said account being called the “Note Payment Account” and being initially identified as “GM Financial 2020-2 Note Payment Account”). Deposits to make and withdrawals from the Collection Note Payment Account shall be made as set forth in the Indenture. (d) The Indenture Trustee shall establish and maintain, at all times during the term of the Indenture, a 2020-2 Eligible Deposit Account in accordance with this Agreement, the name of and under control of the Indenture Trustee for the benefit of the Noteholders (said account being called the “Reserve Account” and the Trust Agreement. being initially identified as “GM Financial 2020-2 Reserve Account”). (e) All monies deposited from time to time in the Collection Account Accounts pursuant to this Agreement 2020-2 Servicing Supplement and the other Program Documents and the Accounts shall be held by the Indenture Trustee as part of the Trust Property Indenture Collateral and shall be applied as provided in this Agreementto the purposes herein and therein provided. All deposits to and withdrawals from the Collection If any Account shall cease to be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.22020-2 Eligible Deposit Account, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and assist the Servicer in any case within ten (10) calendar days or causing such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an institution at which it shall be a 2020-2 Eligible InstitutionDeposit Account. (f) If, at any time, any of the Accounts ceases to be a 2020-2 Eligible Deposit Account, the Servicer shall within thirty (30) days (or such longer period as to which the Rating Agencies rating any securities backed by the related Exchange Note may consent) establish a new Account as a 2020-2 Eligible Deposit Account and shall transfer any cash and/or any investments on deposit or credited to such earlier existing Account into such new Account. (g) The Indenture Trustee or other Person holding the Accounts shall be the “Securities Intermediary” with respect to the Accounts. If the Securities Intermediary in respect of the Accounts is not the Indenture Trustee, the Servicer shall obtain the express agreement of such Person to the obligations of the Securities Intermediary set forth in this Section 2.3(g). The Servicer Securities Intermediary agrees that: (i) Each of the Accounts is an account to which “financial assets” within the meaning of Section 8-102(a)(9) (“Financial Assets”) of the UCC in effect in the State of New York will be credited; (ii) All securities or other property underlying any Financial Assets credited to any Account shall be registered in the name of the Securities Intermediary, endorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary and in no case will any Financial Asset credited to an Account be registered in the name of the Issuer, payable to the order of the Issuer or specially endorsed to the Issuer; (iii) All property delivered to the Securities Intermediary pursuant to the 2020-2 Servicing Agreement and the Indenture will be promptly notify credited to the applicable Account; (iv) Each item of property (whether investment property, security, instrument or cash) credited to an Account shall be treated as a Financial Asset; (v) If at any time the Securities Intermediary shall receive any order from the Indenture Trustee directing transfer or redemption of any Financial Asset relating to an Account, the Securities Intermediary shall comply with such entitlement order without further consent by the Issuer or the Servicer; (vi) Each Account shall be governed by the laws of the State of New York, regardless of any provision of any other agreement. For purposes of the UCC, New York shall be deemed to be the Securities Intermediary’s jurisdiction and the Accounts (as well as the “securities entitlements” (as defined in Section 8-102(a)(17) of the UCC) related thereto) shall be governed by the laws of the State of New York; (vii) The Securities Intermediary has not entered into, and until termination of the Indenture, will not enter into, any agreement with any other Person relating to the Accounts and/or any Financial Assets credited thereto pursuant to which it has agreed to comply with entitlement orders (as defined in Section 8-102(a)(8) of the UCC) of such other Person and the Securities Intermediary has not entered into, and until the termination of the Indenture will not enter into, any agreement with the Issuer purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders as set forth in Section 2.4; and (viii) Except for the claims and interest of the Indenture Trustee and the Owner Trustee of any change Issuer in the account number or location of the Collection Account. (b) The Servicer shall establishAccounts, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIntermediary knows of no claim to, or interest in, the Accounts or in any Financial Asset credited thereto. If any other Person asserts any Lien, encumbrance, or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) a segregated trust account designated as against the Note Payment Account (Accounts or in any Financial Asset carried therein, the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of Securities Intermediary will promptly notify the Indenture Trustee; provided, however, that the Servicer may make deposits to Noteholders and direct the Issuer thereof. The Indenture Trustee shall possess all right, title and interest in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited all funds on deposit from time to time in the Note Payment Account pursuant to this Agreement Accounts and the Indenture shall be held by the Indenture Trustee as part of the Trust Property in all proceeds thereof, and shall be applied as provided the only Person authorized to originate entitlement orders in this Agreement and therespect of the Accounts.

Accounts. (a) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIndenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at an Eligible Institutionthe Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account. (b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIndenture Trustee) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and thethe Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account. (c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the “CarMax Auto Owner Trust 2021-1 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee in writing of any change in the account number or location of the Certificate Payment Account. (d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period and any Unreimbursed Servicer Advances for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse Unreimbursed Servicer Advance or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer). (e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date.

Accounts. (a) The Servicer shall establish, on On or before the Closing Date, and maintain in the name date of the Indenture Trustee first Loan, the Borrower, in accordance with the Account Control Agreement, shall establish at an Eligible Institution (which shall initially be the Securities IntermediaryIntermediary (i) a segregated trust securities account designated as (the Collection Account “Asset Account”) to which all Portfolio Assets will be credited, (ii) a securities account (the “Collection Account”) into which all proceeds received in connection with the Portfolio Assets (including any repayments or prepayments of principal and amounts received in connection with any sale, termination or other dispositions thereof) will be deposited, (iii) a securities account, which shall be a subaccount of the Collection Account, into which all interest proceeds from the Portfolio Assets and other Interest Collections will be deposited (the “Interest Collection Account”), (iv) a securities account, which shall be a subaccount of the Collection Account, into which all principal proceeds received in connection with the Portfolio Assets (including any repayments or prepayments of principal and amounts received in connection with any sale, termination or other dispositions thereof up to the outstanding Principal Balance thereof) and other Principal Collections will be deposited (the “Principal Collection Account”) and (v) a securities account (the “Capital Account”) into which all cash received by the Borrower from the issuance of Subordinated Notes, all Loan proceeds and any amounts transferred from the Principal Collection Account will be deposited. The Collection Account Accounts shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account maintained in accordance with this the Account Control Agreement. The Borrower (or the Collateral Manager on behalf of the Borrower) shall instruct each obligor under the Portfolio Assets (or, with respect to any Agented Asset, the Indenture and paying agent) to deliver all proceeds in respect of the Trust AgreementBorrower Collateral to the Collection Account. All monies deposited from time to time The Borrower shall, on each Business Day, identify collections received in the Collection Account pursuant to this Agreement on the prior Business Day in connection with the Portfolio Assets as either Principal Collections or Interest Collections and notify the Collateral Administrator and the Securities Intermediary of such determination. The Borrower, in accordance with the Account Control Agreement, shall be held by the Indenture Trustee as part cause all Principal Collections received on behalf of the Trust Property and shall be applied as provided Portfolio Assets in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved promptly (but in any event no later than one Business Day following receipt thereof) transferred by the Securities Intermediary to an Eligible Institutionthe Principal Collection Account. The Servicer Borrower, in accordance with the Account Control Agreement, shall promptly notify cause all Interest Collections received on behalf of the Indenture Trustee and the Owner Trustee of any change Portfolio Assets in the account number Collection Account to be promptly (but in any event no later than one Business Day following receipt thereof) transferred by the Securities Intermediary to the Interest Collection Account. The only permitted withdrawals from or location application of funds on deposit in the Collection Account. (b) The Servicer shall establish, on Principal Collection Account or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Interest Collection Account shall be held (i) to make payments expressly provided for in trust this Agreement and, upon written notice to the Lender (which may be delivered via email and with a copy to the Securities Intermediary and the Collateral Administrator), to redeem Subordinated Notes at the principal amount thereof at the discretion of the Collateral Manager (on behalf of the Borrower), but only if after giving effect to such redemption the OC Ratio Condition is satisfied, the Subordination Test is satisfied and no Default has occurred and is continuing, (ii) for transfer from the Principal Collection Account to the Capital Account for the benefit of purposes set forth in the Noteholdersnext succeeding paragraph or (iii) for such other uses to which the Lender has given its prior written consent. The Note Payment only permitted withdrawals from or application of funds on deposit in the Capital Account shall be under (i) to make payments expressly provided for in this Agreement, including repayments or prepayments on outstanding Loans pursuant to Section 2(g) or Section 2(h) and, upon written notice to the sole dominion Lender (which may be delivered via email and control with a copy to the Securities Intermediary and the Collateral Administrator), to redeem Subordinated Notes at the principal amount thereof at the discretion of the Indenture Trustee; providedCollateral Manager (on behalf of the Borrower), howeverbut only if after giving effect to such redemption the OC Ratio Condition is satisfied, that the Servicer may make deposits Subordination Test is satisfied and no Default has occurred and is continuing, (ii) to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account purchase Assets in accordance with the terms of this Agreement and or (iii) for such other uses to which the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as Lender has provided in this Agreement and thewritten consent.

Accounts. (a) The Servicer Pursuant to Section 5.01 of the Trust Agreement, there has been established and there shall establish, on or before the Closing Date, and maintain be maintained an Eligible Account (initially at U.S. Bank National Association) in the name of the Indenture Trustee at an Eligible Institution (until the Outstanding Amount is reduced to zero, and thereafter, in the name of the Owner Trustee, which shall initially be the Securities Intermediary) a segregated trust account is designated as the Collection Account ("Reserve Fund." The Reserve Fund shall be held for the “Collection Account”)benefit of the Securityholders, and shall bear a designation clearly indicating that the funds on deposit therein are held for the benefit of the Securityholders. The Collection Reserve Fund shall be under the sole dominion and control of the Indenture Trustee until the Outstanding Amount has been reduced to zero, and thereafter under the sole dominion and control of the Owner Trustee. (b) The Transferor shall, prior to the Closing Date, establish and maintain an Eligible Account in the name of the Indenture Trustee on behalf of the Senior Noteholders, which shall be designated as the "Note Distribution Account". The Note Distribution Account shall be held in trust for the benefit of the Senior Noteholders, and the Certificateholders. The Collection Note Distribution Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. . (c) All monies deposited from time to time in the Collection Account Accounts pursuant to this Agreement Indenture or the Administration Supplement shall be held by the Indenture Trustee as part of the Trust Property Collateral and shall be applied as provided in this Agreementto the purposes herein provided. All deposits to and withdrawals from the Collection If any Account shall cease to be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2an Eligible Account, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held , until the Outstanding Amount has been reduced to maturity. If zero, and thereafter with respect to the Collection Account is no longer maintained at an Eligible InstitutionReserve Fund, the Servicer Owner Trustee shall, with the Indenture Trustee’s assistance as necessary, promptly (and assist the Administrative Agent in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which causing each Rating Agency shall consent) cause the Collection Account to be moved to an institution at which it shall be an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account. (b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the

Accounts. (a) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIndenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at an Eligible Institutionthe Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account. (b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIndenture Trustee) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and thethe Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account. (c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the “CarMax Auto Owner Trust 2023-2 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee in writing of any change in the account number or location of the Certificate Payment Account. (d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer). (e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date. (f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.

Accounts. (a) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIndenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at an Eligible Institutionthe Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account. (b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIndenture Trustee) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and thethe Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account. (c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Owner Trustee at an Eligible Institution (which shall initially be the Owner Trustee) a segregated trust account designated as the “CarMax Auto Owner Trust 2016-1 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Owner Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Owner Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Owner Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at the Owner Trustee, the Servicer shall, with the Owner Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee in writing of any change in the account number or location of the Certificate Payment Account. (d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period and any Unreimbursed Servicer Advances for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date.

Accounts. (a) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIndenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at an Eligible Institutionthe Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account. (b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIndenture Trustee) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and thethe Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account. (c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the “CarMax Auto Owner Trust 2018-4 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee in writing of any change in the account number or location of the Certificate Payment Account. (d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period and any Unreimbursed Servicer Advances for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse Unreimbursed Servicer Advance or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer). (e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date.

Accounts. (a) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIndenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at an Eligible Institutionthe Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account. (b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIndenture Trustee) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and thethe Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account. (c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the “CarMax Auto Owner Trust 2023-1 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee in writing of any change in the account number or location of the Certificate Payment Account. (d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer). (e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date. (f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.

Accounts. (a) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at an Eligible Institutionthe Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account. (b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and thethe Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account. (c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the “CarMax Select Receivables Trust 2024-A Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Certificate Payment Account. (d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer). (e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date. (f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.

Accounts. (a) The On or prior to the Effective Date, the Servicer shall establish, on or before the Closing Date, and maintain establish each Account in the name of the Indenture Trustee at an Eligible Institution (which Borrower and each Account shall initially be a segregated, non-interest bearing account established with the Securities Intermediary) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account , who shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals forward funds from the Collection Account to the Collateral Agent upon its request for application by the Collateral Agent pursuant to Section 8.3(a). If at any time a Responsible Officer of the Collateral Agent obtains actual knowledge that any Account ceases to be an Eligible Account (with notice to the Servicer and the Facility Agent), then the Servicer shall transfer such account to another institution such that such account shall meet the requirements of an Eligible Account. Except as set forth below, amounts on deposit in the Unfunded Exposure Account may be withdrawn by the Borrower (i) to fund any draw requests of the relevant Obligors under any Variable Funding Asset, or (ii) to make a deposit into the Collections Account as Principal Collections if, after giving effect to such withdrawal, the aggregate amount on deposit in the Unfunded Exposure Account plus, solely during the Revolving Period, the undrawn portion of the Commitments, is equal to or greater than the Aggregate Unfunded Amount. Following the Facility Termination Date, any draw request made by an Obligor under a Variable Funding Asset included in the Collateral, along with wiring instructions for the applicable Obligor, shall be forwarded by the Servicer to the Collateral Agent (with a copy to the Facility Agent) along with an instruction to the Collateral Agent to withdraw the applicable amount from the Unfunded Exposure Account and a certification that the conditions to fund such draw are satisfied, and the Collateral Agent shall fund such draw request in accordance with this Agreementsuch instructions from the Servicer. Following the end of the Revolving Period, if the Borrower shall receive any Principal Collections from an Obligor with respect to a Variable Funding Asset included in the Collateral and, as of the date of such receipt (and after taking into account such repayment), the Indenture aggregate amount on deposit in the Unfunded Exposure Account is less than the Aggregate Unfunded Amount (the amount of such shortfall, in each case, the “Unfunded Exposure Shortfall”), the Servicer shall direct the Collateral Agent to and the Trust Agreement. All monies deposited from time to time in Collateral Agent shall deposit into the Collection Unfunded Exposure Account pursuant to this Agreement shall be held by the Indenture Trustee as part an amount of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant such Principal Collections equal to the first sentence lesser of Section 4.2, all (a) the aggregate amount of such Principal Collections and (b) the Unfunded Exposure Shortfall. (b) All amounts held in the Collection any Account shall, to the extent permitted by applicable law, rules and regulationsApplicable Law, be investedinvested by the Collateral Agent, as directed by the Servicer in writing (or, if the Servicer fails to provide such direction, such amounts shall be invested in any standing investment separately identified by the ServicerServicer and described in clause (d) of the definition of Permitted Investments), by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature (i) with respect to the Collection Account, not later than the one Business Day preceding prior to the Distribution Date for the Accrual Period to which such amounts relate (or on such Distribution Date, with respect to any Permitted Investments issued by the Collateral Agent or the Securities Intermediary in its capacity as a banking institution, or any Affiliate thereof) and (ii) with respect to the Unfunded Exposure Account, on the immediately following the Collection Period during which Business Day. Any such written direction shall certify that any such investment is madeauthorized by this Section 8.1. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such in Permitted Investments shall be held to maturity. If the Collection Account is no longer maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account. (b) The Servicer shall establish, on or before the Closing Date, and maintain made in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) , and, except as specifically required below, such investments shall not be sold or disposed of prior to their maturity. If any amounts are needed for disbursement from the Collection Account and sufficient uninvested funds are not available therein to make such disbursement, the Collateral Agent shall cause to be sold or otherwise converted to cash a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit sufficient amount of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee investments in writing such account to make withdrawals from the Note Payment Account such disbursement in accordance with and upon the written direction of the Servicer or, if the Servicer shall fail to give such direction, the Facility Agent. The Collateral Agent shall, upon written request, provide the Facility Agent with all information in its possession regarding transfer into and out of the Collection Account (including, but not limited to, the identity of the counterparty making or receiving such transfer). In no event shall the Collateral Agent be liable for the selection of any investments or any losses in connection therewith, or for any failure of the Servicer or the Facility Agent, as applicable, to timely provide investment instructions or disposition instructions, as applicable, to the Collateral Agent. To the extent agreed to by the Borrower or the Servicer, the Collateral Agent or the Collateral Custodian and their respective Affiliates shall be permitted to receive additional compensation that could be deemed to be in the Collateral Agent’s or the Collateral Custodian’s economic self-interest for (i) serving as investment adviser, administrator, shareholder, servicing agent, custodian or sub-custodian with respect to certain of the Permitted Investments, (ii) using affiliates to effect transactions in certain Permitted Investments, and (iii) effecting transactions in certain investments. Such compensation shall not be considered an amount that is reimbursable or payable pursuant to this Agreement Agreement. (c) Neither the Borrower nor the Servicer shall have any rights of direction or withdrawal, with respect to amounts held in any Account, except to the extent explicitly set forth herein (including the withdrawal rights for the Unfunded Exposure Account set forth in Section 8.1(a)). Subject to the other provisions hereof, the Collateral Agent shall have sole Control (within the meaning of the UCC) over each Account and each such investment and the Indentureincome thereon, and any certificate or other instrument evidencing any such investment, if any, shall be delivered to the Collateral Agent or its agent, together with each document of transfer, if any, necessary to transfer title to such investment to the Collateral Agent in a manner that complies with this Section 8.1. All monies interest, dividends, gains upon sale and other income from, or earnings on, investments of funds in the Accounts shall be deposited or transferred to the Collection Account and distributed pursuant to Section 8.3(a). (d) The Equityholder may, from time to time in its sole discretion (x) deposit amounts into the Note Payment Principal Collection Account pursuant or the Unfunded Exposure Account and/or (y) transfer Eligible Collateral Obligations as equity contributions to the Borrower. All such amounts will be included in each applicable compliance calculation under this Agreement Agreement, including, without limitation, calculation of the Borrowing Base, the Maximum Availability and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and theMinimum Equity Test.

Accounts. (a) The Servicer Indenture Trustee shall establishestablish and maintain, on or before at all times during the Closing Dateterm of the Indenture, and maintain a 2021-3 Eligible Deposit Account in the name of and under the control of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, Noteholders (said account being called the “2021-3 Exchange Note Collections Account” and being initially identified as “GM Financial 2021-3 Exchange Note Collections Account”). Deposits to and withdrawals from the Certificateholders. The Collection 2021-3 Exchange Note Collections Account shall be made as set forth in the 2021-3 Servicing Agreement, the 2021-3 Exchange Note Supplement and the Indenture. (b) The Indenture Trustee shall establish and maintain, at all times during the term of the Indenture, a 2021-3 Eligible Deposit Account in the name of and under the sole dominion and control of the Indenture Trustee; provided, however, that Trustee for the Servicer may make deposits benefit of the Noteholders (said account being called the “Indenture Collections Account” and being initially identified as “GM Financial 2021-3 Indenture Collections Account”). Deposits to and direct withdrawals from the 2021-3 Indenture Collections Account shall be made as set forth in the 2021-3 Exchange Note Supplement and the Indenture. (c) The Indenture Trustee shall establish and maintain, at all times during the term of the Indenture, a 2021-3 Eligible Deposit Account in the name of and under the control of the Indenture Trustee in writing for the benefit of the Noteholders (said account being called the “Note Payment Account” and being initially identified as “GM Financial 2021-3 Note Payment Account”). Deposits to make and withdrawals from the Collection Note Payment Account shall be made as set forth in the Indenture. (d) The Indenture Trustee shall establish and maintain, at all times during the term of the Indenture, a 2021-3 Eligible Deposit Account in accordance with this Agreement, the name of and under control of the Indenture Trustee for the benefit of the Noteholders (said account being called the “Reserve Account” and the Trust Agreement. being initially identified as “GM Financial 2021-3 Reserve Account”). (e) All monies deposited from time to time in the Collection Account Accounts pursuant to this Agreement 2021-3 Servicing Supplement and the other Program Documents and the Accounts shall be held by the Indenture Trustee as part of the Trust Property Indenture Collateral and shall be applied as provided in this Agreementto the purposes herein and therein provided. All deposits to and withdrawals from the Collection If any Account shall cease to be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.22021-3 Eligible Deposit Account, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and assist the Servicer in any case within ten (10) calendar days or causing such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an institution at which it shall be a 2021-3 Eligible InstitutionDeposit Account. (f) If, at any time, any of the Accounts ceases to be a 2021-3 Eligible Deposit Account, the Servicer shall within thirty (30) days (or such longer period as to which the Rating Agencies rating any securities backed by the related Exchange Note may consent) establish a new Account as a 2021-3 Eligible Deposit Account and shall transfer any cash and/or any investments on deposit or credited to such earlier existing Account into such new Account. (g) The Indenture Trustee or other Person holding the Accounts shall be the “Securities Intermediary” with respect to the Accounts. If the Securities Intermediary in respect of the Accounts is not the Indenture Trustee, the Servicer shall obtain the express agreement of such Person to the obligations of the Securities Intermediary set forth in this Section 2.3(g). The Servicer Securities Intermediary agrees that: (i) Each of the Accounts is an account to which “financial assets” within the meaning of Section 8-102(a)(9) (“Financial Assets”) of the UCC in effect in the State of New York will be credited; (ii) All securities or other property underlying any Financial Assets credited to any Account shall be registered in the name of the Securities Intermediary, endorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary and in no case will any Financial Asset credited to an Account be registered in the name of the Issuer, payable to the order of the Issuer or specially endorsed to the Issuer; (iii) All property delivered to the Securities Intermediary pursuant to the 2021-3 Servicing Agreement and the Indenture will be promptly notify credited to the applicable Account; (iv) Each item of property (whether investment property, security, instrument or cash) credited to an Account shall be treated as a Financial Asset; (v) If at any time the Securities Intermediary shall receive any order from the Indenture Trustee directing transfer or redemption of any Financial Asset relating to an Account, the Securities Intermediary shall comply with such entitlement order without further consent by the Issuer or the Servicer; (vi) Each Account shall be governed by the laws of the State of New York, regardless of any provision of any other agreement. For purposes of the UCC, New York shall be deemed to be the Securities Intermediary’s jurisdiction and the Accounts (as well as the “securities entitlements” (as defined in Section 8-102(a)(17) of the UCC) related thereto) shall be governed by the laws of the State of New York; (vii) The Securities Intermediary has not entered into, and until termination of the Indenture, will not enter into, any agreement with any other Person relating to the Accounts and/or any Financial Assets credited thereto pursuant to which it has agreed to comply with entitlement orders (as defined in Section 8-102(a)(8) of the UCC) of such other Person and the Securities Intermediary has not entered into, and until the termination of the Indenture will not enter into, any agreement with the Issuer purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders as set forth in Section 2.4; and (viii) Except for the claims and interest of the Indenture Trustee and the Owner Trustee of any change Issuer in the account number or location of the Collection Account. (b) The Servicer shall establishAccounts, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIntermediary knows of no claim to, or interest in, the Accounts or in any Financial Asset credited thereto. If any other Person asserts any Lien, encumbrance, or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) a segregated trust account designated as against the Note Payment Account (Accounts or in any Financial Asset carried therein, the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of Securities Intermediary will promptly notify the Indenture Trustee; provided, however, that the Servicer may make deposits to Noteholders and direct the Issuer thereof. The Indenture Trustee shall possess all right, title and interest in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited all funds on deposit from time to time in the Note Payment Account pursuant to this Agreement Accounts and the Indenture shall be held by the Indenture Trustee as part of the Trust Property in all proceeds thereof, and shall be applied as provided the only Person authorized to originate entitlement orders in this Agreement and therespect of the Accounts.

Accounts. (a) The Servicer shall establishshall, on or before prior to the Closing Date, establish and maintain a segregated trust account in the name of the Indenture Trustee Trustee, at an Eligible a Qualified Institution or Qualified Trust Institution (which shall initially be the Securities Intermediary) a segregated corporate trust account department of Bank of Tokyo-Mitsubishi Trust Company), which shall be designated as the Collection Account (the “"Collection Account”). ." The Collection Account shall be held in trust for the benefit of the Noteholders, Noteholders and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with the terms of this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All all deposits to and withdrawals from the Collection Account therefrom shall be made only upon the terms and conditions of the Transaction Basic Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.24.2(a), all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account Account, in Permitted Investments that mature not later than the Business Day preceding immediately prior to the Distribution Payment Date following for the Collection Period during to which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All amounts relate and such Permitted Investments shall be held to maturity. If All interest and other income (net of losses and investment expenses) on funds on deposit in the Collection Account shall be withdrawn from the Collection Account at the written direction of the Servicer and shall be deposited in the Certificate Distribution Account. In the event that the Collection Account is no longer to be maintained at an Eligible Institutionthe corporate trust department of Bank of Tokyo-Mitsubishi Trust Company, the Servicer shall, with the Indenture Trustee’s 's or Owner Trustee's assistance as necessary, promptly cause the Collection Account to be moved to a Qualified Institution or a Qualified Trust Institution within 10 Business Days (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) 30 calendar days as to which each Rating Agency shall may consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account). (b) The Servicer shall establishshall, on or before prior to the Closing Date, establish and maintain a segregated trust account in the name of the Indenture Trustee, at a Qualified Institution or Qualified Trust Institution (which shall initially be the corporate trust department of Bank of Tokyo-Mitsubishi Trust Company), which shall be designated as the "Pre-Funding Account." The Pre-Funding Account shall be held in trust for the benefit of the Noteholders and the Certificateholders. The Pre-Funding Account shall be under the sole dominion and control of the Indenture Trustee; provided, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Pre-Funding Account in accordance with the terms of this Agreement and the other Basic Documents. All monies deposited from time to time in the Pre-Funding Account shall be held by the Indenture Trustee as part of the Trust Property and all deposits to and withdrawals therefrom shall be made only upon the terms and conditions of the Basic Documents. All amounts held in the Pre-Funding Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Pre-Funding Account, in Permitted Investments that mature not later than the Business Day immediately prior to each Payment Date and such Permitted Investments shall be held until maturity. On the Business Day preceding each Payment Date, the Servicer shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account for deposit to the Collection Account on such date an amount equal to the Pre-Funding Account Investment Earnings, if any, for the related Collection Period. In the event that the Pre-Funding Account is no longer to be maintained at the corporate trust department of Bank of Tokyo-Mitsubishi Trust Company, the Servicer shall, with the Indenture Trustee's or Owner Trustee's assistance as necessary, cause the Pre-Funding Account to be moved to a Qualified Institution or a Qualified Trust Institution within 10 Business Days (or such longer period not to exceed 30 calendar days as to which each Rating Agency may consent). With respect to any amounts, securities, investments, financial assets and other property deposited in or credited to the Pre-Funding Account: (i) any such property that is a "financial asset" as defined in Section 8-102(a)(9) of the Relevant UCC shall be physically delivered to, or credited to an account in the name of, the Qualified Institution or Qualified Trust Institution maintaining the Pre-Funding Account, as applicable, in accordance with such institution's customary procedures such that such institution establishes a "securities entitlement" in favor of the Indenture Trustee with respect thereto; (ii) any such property that is held in deposit accounts shall be held solely in the name of the Indenture Trustee at an Eligible one or more depository institutions having the Required Rating and each such deposit account shall be subject to the exclusive custody and control of the Indenture Trustee, and the Indenture Trustee shall have sole signature authority with respect thereto; and (iii) except for any deposit accounts specified in clause (ii) above, the Pre-Funding Account shall only be invested in securities or in other assets which the Qualified Institution or Qualified Trust Institution maintaining the Pre-Funding Account, as applicable, agrees to treat as "financial assets" as defined in Section 8-102(a)(9) of the Relevant UCC. (c) The Servicer shall, prior to the Closing Date, establish and maintain a segregated trust account in the name of the Indenture Trustee, at a Qualified Institution or Qualified Trust Institution (which shall initially be the Securities Intermediarycorporate trust department of Bank of Tokyo-Mitsubishi Trust Company), which shall be designated as the "Negative Carry Account." The Negative Carry Account shall be held in trust for the exclusive benefit of the Noteholders. The Negative Carry Account shall be under the sole dominion and control of the Indenture Trustee; provided, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Negative Carry Account in accordance with the terms of this Agreement and the other Basic Documents. All monies deposited from time to time in the Negative Carry Account shall be held by the Indenture Trustee as part of the Trust Property and all deposits to and withdrawals therefrom shall be made only upon the terms and conditions of the Basic Documents. All amounts held in the Negative Carry Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Negative Carry Account, in Permitted Investments that mature not later than the Business Day immediately prior to each Payment Date and such Permitted Investments shall be held until maturity. All interest and other income (net of losses and investment expenses) on funds on deposit in the Negative Carry Account shall be withdrawn from the Negative Carry Account for deposit to the Collection Account or release to the Seller at the time and in the manner provided in Section 4.12. In the event that the Negative Carry Account is no longer to be maintained at the corporate trust department of Bank of Tokyo-Mitsubishi Trust Company, the Servicer shall, with the Indenture Trustee's or Owner Trustee's assistance as necessary, cause the Negative Carry Account to be moved to a Qualified Institution or a Qualified Trust Institution within 10 Business Days (or such longer period not to exceed 30 calendar days as to which each Rating Agency may consent). With respect to any amounts, securities, investments, financial assets and other property deposited in or credited to the Negative Carry Account: (i) any such property that is a "financial asset" as defined in Section 8-102(a)(9) of the Relevant UCC shall be physically delivered to, or credited to an account in the name of, the Qualified Institution or Qualified Trust Institution maintaining the Negative Carry Account, as applicable, in accordance with such institution's customary procedures such that such institution establishes a "securities entitlement" in favor of the Indenture Trustee with respect thereto; (ii) any such property that is held in deposit accounts shall be held solely in the name of the Indenture Trustee at one or more depository institutions having the Required Rating and each such deposit account shall be subject to the exclusive custody and control of the Indenture Trustee and the Indenture Trustee shall have sole signature authority with respect thereto; and except for any deposit accounts specified in clause (ii) above, the Negative Carry Account shall only be invested in securities or in other assets which the Qualified Institution or Qualified Trust Institution maintaining the Negative Carry Account, as applicable, agrees to treat as "financial assets" as defined in Section 8-102(a)(9) of the Relevant UCC. (d) The Servicer shall, prior to the Closing Date, establish and maintain a segregated trust account in the name of the Indenture Trustee at a Qualified Institution or Qualified Trust Institution (which shall initially be the corporate trust department of Bank of Tokyo-Mitsubishi Trust Company), which shall be designated as the Note Payment Account (the “"Note Payment Account”). ." The Note Payment Account shall be held in trust for the exclusive benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and thethe Indenture. In the event that the Note Payment Account is no longer to be maintained at the corporate trust department of Bank of Tokyo-Mitsubishi Trust Company, the Servicer shall, with the Indenture Trustee's assistance as necessary, cause the Note Payment Account to be moved to a Qualified Institution or a Qualified Trust Institution within 10 Business Days (or such longer period not to exceed 30 calendar days as to which each Rating Agency may consent). (e) The Servicer shall, prior to the Closing Date, establish and maintain a segregated trust account in the name of the Trust at a Qualified Institution or Qualified Trust Institution (which shall initially be Wilmington Trust Company), which shall be designated as the "Certificate Distribution Account." Except as provided in the Trust Agreement, the Certificate Distribution Account shall be held in trust for the benefit of the Certificateholders. The Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee; provided that the Indenture Trustee may make deposits to such account in accordance with the directions of the Servicer pursuant to this Agreement and the Indenture. All monies deposited from time to time in the Certificate Distribution Account pursuant to this Agreement and the Indenture shall be held by the Owner Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Trust Agreement. In the event that the Certificate Distribution Account is no longer to be maintained at Wilmington Trust Company, the Servicer shall, with the Owner Trustee's assistance as necessary, cause the Certificate Distribution Account to be moved to a Qualified Institution or a Qualified Trust Institution within 10 Business Days (or such longer period not to exceed 30 calendar days as to which each Rating Agency may consent) and shall promptly notify the Indenture Trustee of the account number and location of such account. (f) The Servicer shall, prior to the Closing Date, establish and maintain a segregated trust account in the name of the Indenture Trustee at a Qualified Institution or Qualified Trust Institution (which shall initially be the corporate trust department of Bank of Tokyo-Mitsubishi Trust Company), which shall be designated as the "Payahead Account." The Payahead Account shall be held in trust for the benefit of the Noteholders and the Certificateholders. The Payahead Account shall be under the sole dominion and control of the Indenture Trustee provided, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Payahead Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Payahead Account shall be held by the Indenture Trustee as part of the Trust Property and all deposits to and withdrawals therefrom shall be made only upon the terms and conditions of the Basic Documents. On the Closing Date, the Seller shall deposit an amount equal to the Initial Payahead Account Deposit into the Payahead Account from the net proceeds of the sale of the Notes and the Certificates. On each Subsequent Transfer Date, the Servicer shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account and deposit to the Payahead Account an amount equal to the applicable Subsequent Payahead Account Deposit. If the Servicer is required to remit collections pursuant to the first sentence of Section 4.2(a), all amounts held in the Payahead Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Payahead Account, in Permitted Investments that mature not later than the Business Day immediately prior to the Payment Date for the Collection Period to which such amounts relate and such Permitted Investments shall be held to maturity. All interest and other income (net of losses and investment expenses) on funds on deposit in the Payahead Account shall be withdrawn from the Payahead Account at the direction of the Servicer and shall be paid to the Servicer as additional servicing compensation. In the event that the Payahead Account is no longer to be maintained at the corporate trust department of Bank of Tokyo-Mitsubishi Trust Company, the Servicer shall, with the Indenture Trustee's or Owner Trustee's assistance as necessary, cause the Payahead Account to be moved to a Qualified Institution or a Qualified Trust Institution within 10 Business Days (or such longer period not to exceed 30 calendar days as to which each Rating Agency may consent). (g) Notwithstanding the provisions of clause (g) above, for so long as (i) MMCA is the Servicer, (ii) the rating of MMCA's short-term unsecured debt is at least "Prime-1" by Moody's, at least "A-1" by S&P and at least "F1" by Fitch Ratings and (iii) no Events of Servicing Termination shall have occurred (each, a "Monthly Remittance Condition"), Payaheads need not be remitted to and deposited in the Payahead Account but instead may be remitted to and held by the Servicer. So long as such Monthly Remittance Conditions are met, the Servicer shall not be required to segregate or otherwise hold separate any Payaheads remitted to the Servicer as aforesaid but shall be required to remit Payaheads to the Collection Account in accordance with Section 4.6(a)(i). At all times as such Monthly Remittance Conditions are not met, the Servicer shall deposit in the Payahead Account the amount of any Payaheads then held or received by it. Notwithstanding the foregoing, if a Monthly Remittance Condition is not satisfied, the Servicer may utilize, with respect to Payaheads, an alternative remittance schedule (which may include the remittance schedule utilized by the Servicer before the Monthly Remittance Condition became unsatisfied), if the Servicer provides to the Owner Trustee and the Indenture Trustee written confirmation from the Rating Agencies that such alternative remittance schedule will not result in the downgrading or withdrawal by the Rating Agencies of the ratings t

Accounts. (a) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIndenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at an Eligible Institutionthe Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account. (b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIndenture Trustee) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and thethe Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account. (c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the “CarMax Auto Owner Trust 2017-3 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee in writing of any change in the account number or location of the Certificate Payment Account. (d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period and any Unreimbursed Servicer Advances for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that amounts withdrawn from the Reserve Account will not be used to reimburse Unreimbursed Servicer Advance or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer). (e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date.

Accounts. (a) The Servicer shall establishshall, on or before prior to the Closing Date, establish and maintain a segregated trust account in the name of the Indenture Trustee Trustee, at an Eligible a Qualified Institution or Qualified Trust Institution (which shall initially be the Securities Intermediary) a segregated corporate trust account department of Bank of Tokyo-Mitsubishi Trust Company), which shall be designated as the Collection Account (the “"Collection Account”). ." The Collection Account shall be held in trust for the benefit of the Noteholders, Noteholders and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with the terms of this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All all deposits to and withdrawals from the Collection Account therefrom shall be made only upon the terms and conditions of the Transaction Basic Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.24.2(a), all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account Account, in Permitted Investments that mature not later than the Business Day preceding immediately prior to the Distribution Payment Date following for the Collection Period during to which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All amounts relate and such Permitted Investments shall be held to maturity. If All interest and other income (net of losses and investment expenses) on funds on deposit in the Collection Account shall be withdrawn from the Collection Account at the written direction of the Servicer and shall be deposited in the Certificate Distribution Account. In the event that the Collection Account is no longer to be maintained at an Eligible Institutionthe corporate trust department of Bank of Tokyo-Mitsubishi Trust Company, the Servicer shall, with the Indenture Trustee’s 's or Owner Trustee's assistance as necessary, promptly cause the Collection Account to be moved to a Qualified Institution or a Qualified Trust Institution within 10 Business Days (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) 30 calendar days as to which each Rating Agency shall may consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account). (b) The Servicer shall establishshall, on or before prior to the Closing Date, establish and maintain a segregated trust account in the name of the Indenture Trustee at an Eligible a Qualified Institution or Qualified Trust Institution (which shall initially be the Securities Intermediary) a segregated corporate trust account department of Bank of Tokyo-Mitsubishi Trust Company), which shall be designated as the Note Payment Account (the “"Note Payment Account”). ." The Note Payment Account shall be held in trust for the exclusive benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and thethe Indenture. In the event that the Note Payment Account is no longer to be maintained at the corporate trust department of Bank of Tokyo-Mitsubishi Trust Company, the Servicer shall, with the Indenture Trustee's assistance as necessary, cause the Note Payment Account to be moved to a Qualified Institution or a Qualified Trust Institution within 10 Business Days (or such longer period not to exceed 30 calendar days as to which each Rating Agency may consent). (c) The Servicer shall, prior to the Closing Date, establish and maintain a segregated trust account in the name of the Trust at a Qualified Institution or Qualified Trust Institution (which shall initially be Wilmington Trust Company), which shall be designated as the "Certificate Distribution Account." Except as provided in the Trust Agreement, the Certificate Distribution Account shall be held in trust for the benefit of the Certificateholders. The Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee; provided that the Indenture Trustee may make deposits to such account in accordance with the directions of the Servicer pursuant to this Agreement and the Indenture. All monies deposited from time to time in the Certificate Distribution Account pursuant to this Agreement and the Indenture shall be held by the Owner Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Trust Agreement. In the event that the Certificate Distribution Account is no longer to be maintained at Wilmington Trust Company, the Servicer shall, with the Owner Trustee's assistance as necessary, cause the Certificate Distribution Account to be moved to a Qualified Institution or a Qualified Trust Institution within 10 Business Days (or such longer period not to exceed 30 calendar days as to which each Rating Agency may consent) and shall promptly notify the Indenture Trustee of the account number and location of such account. (d) The Servicer shall, prior to the Closing Date, establish and maintain a segregated trust account in the name of the Indenture Trustee at a Qualified Institution or Qualified Trust Institution (which shall initially be the corporate trust department of Bank of Tokyo-Mitsubishi Trust Company), which shall be designated as the "Payahead Account." The Payahead Account shall be held in trust for the benefit of the Noteholders and the Certificateholders. The Payahead Account shall be under the sole dominion and control of the Indenture Trustee provided, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Payahead Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Payahead Account shall be held by the Indenture Trustee as part of the Trust Property and all deposits to and withdrawals therefrom shall be made only upon the terms and conditions of the Basic Documents. On the Closing Date, the Seller shall deposit an amount equal to the Initial Payahead Account Deposit into the Payahead Account from the net proceeds of the sale of the Notes and the Certificates. If the Servicer is required to remit collections pursuant to the first sentence of Section 4.2(a), all amounts held in the Payahead Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Payahead Account, in Permitted Investments that mature not later than the Business Day immediately prior to the Payment Date for the Collection Period to which such amounts relate and such Permitted Investments shall be held to maturity. All interest and other income (net of losses and investment expenses) on funds on deposit in the Payahead Account shall be withdrawn from the Payahead Account at the direction of the Servicer and shall be paid to the Servicer as additional servicing compensation. In the event that the Payahead Account is no longer to be maintained at the corporate trust department of Bank of Tokyo-Mitsubishi Trust Company, the Servicer shall, with the Indenture Trustee's or Owner Trustee's assistance as necessary, cause the Payahead Account to be moved to a Qualified Institution or a Qualified Trust Institution within 10 Business Days (or such longer period not to exceed 30 calendar days as to which each Rating Agency may consent). (e) Notwithstanding the provisions of clause (d) above, for so long as (i) MMCA is the Servicer, (ii) the rating of MMCA's short-term unsecured debt is at least "Prime-1" by Moody's, at least "A-1" by S&P and at least "F1" by Fitch Ratings a▇▇ (▇▇▇) no Events of Servicing Termination shall have occurred (each, a "Monthly Remittance Condition"), Payaheads need not be remitted to and deposited in the Payahead Account but instead may be remitted to and held by the Servicer. So long as such Monthly Remittance Conditions are met, the Servicer shall not be required to segregate or otherwise hold separate any Payaheads remitted to the Servicer as aforesaid but shall be required to remit Payaheads to the Collection Account in accordance with Section 4.6(a)(i). At all times as such Monthly Remittance Conditions are not met, the Servicer shall deposit in the Payahead Account the amount of any Payaheads then held or received by it. Notwithstanding the foregoing, if a Monthly Remittance Condition is not satisfied, the Servicer may utilize, with respect to Payaheads, an alternative remittance schedule (which may include the remittance schedule utilized by the Servicer before the Monthly Remittance Condition became unsatisfied), if the Servicer provides to the Owner Trustee and the Indenture Trustee written confirmation from the Rating Agencies that such alternative remittance schedule will not result in the downgrading or withdrawal by the Rating Agencies of the ratings then assigned to the Notes and the Certificates. The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clauses (ii) or (iii) of the first sentence of this Section 4.1(h) that would require remittance of the Payaheads to the Payahead Account unless the Owner Trustee or the Indenture Trustee has received written notice of such event or circumstance from the Seller or the Servicer in an Officer's Certificate or from the Holders of Notes evidencing not less than 25% of the principal balance of the then Outstanding Notes or from the Holders of Certificates evidencing not less than 25% of the Certificate Balance or unless a Responsible Officer in the Corporate Trust Office with knowledge hereof and familiarity herewith has actual knowledge of such event or circumstance. (f) The Servicer shall be permitted to remit to any Obligor, upon the request of such Obligor, the Payahead Balance with respect to such Obligor's Receivable or such lesser amount as is requested by such Obligor, in accordance with the Servicer's customary standards, policies, practices and procedures, to the extent that such amount is not then due on such Receivable. Upon any such remittance, the Payahead Balance with respect to such Receivable shall be reduced by the amount of such remittance.

Accounts. (a) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIndenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at an Eligible Institutionthe Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account. (b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIndenture Trustee) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and thethe Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account. (c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the “CarMax Auto Owner Trust 2018-3 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee in writing of any change in the account number or location of the Certificate Payment Account. (d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period and any Unreimbursed Servicer Advances for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse Unreimbursed Servicer Advance or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer). (e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date.

Accounts. (a) The Servicer Indenture Trustee shall establishestablish and maintain, on or before at all times during the Closing Dateterm of the Indenture, and maintain a 2019-1 Eligible Deposit Account in the name of and under the control of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, Noteholders (said account being called the “2019-1 Exchange Note Collections Account” and being initially identified as “GM Financial 2019-1 Exchange Note Collections Account”). Deposits to and withdrawals from the Certificateholders. The Collection 2019-1 Exchange Note Collections Account shall be made as set forth in the 2019-1 Servicing Agreement, the 2019-1 Exchange Note Supplement and the Indenture. (b) The Indenture Trustee shall establish and maintain, at all times during the term of the Indenture, a 2019-1 Eligible Deposit Account in the name of and under the sole dominion and control of the Indenture Trustee; provided, however, that Trustee for the Servicer may make deposits benefit of the Noteholders (said account being called the “Indenture Collections Account” and being initially identified as “GM Financial 2019-1 Indenture Collections Account”). Deposits to and direct withdrawals from the 2019-1 Indenture Collections Account shall be made as set forth in the 2019-1 Exchange Note Supplement and the Indenture. (c) The Indenture Trustee shall establish and maintain, at all times during the term of the Indenture, a 2019-1 Eligible Deposit Account in the name of and under the control of the Indenture Trustee in writing for the benefit of the Noteholders (said account being called the “Note Payment Account” and being initially identified as “GM Financial 2019-1 Note Payment Account”). Deposits to make and withdrawals from the Collection Note Payment Account shall be made as set forth in the Indenture. (d) The Indenture Trustee shall establish and maintain, at all times during the term of the Indenture, a 2019-1 Eligible Deposit Account in accordance with this Agreement, the name of and under control of the Indenture Trustee for the benefit of the Noteholders (said account being called the “Reserve Account” and the Trust Agreement. being initially identified as “GM Financial 2019-1 Reserve Account”). (e) All monies deposited from time to time in the Collection Account Accounts pursuant to this Agreement 2019-1 Servicing Supplement and the other Program Documents and the Accounts shall be held by the Indenture Trustee as part of the Trust Property Indenture Collateral and shall be applied as provided in this Agreementto the purposes herein and therein provided. All deposits to and withdrawals from the Collection If any Account shall cease to be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.22019-1 Eligible Deposit Account, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and assist the Servicer in any case within ten (10) calendar days or causing such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an institution at which it shall be a 2019-1 Eligible InstitutionDeposit Account. (f) If, at any time, any of the Accounts ceases to be a 2019-1 Eligible Deposit Account, the Servicer shall within thirty (30) days (or such longer period as to which the Rating Agencies rating any securities backed by the related Exchange Note may consent) establish a new Account as a 2019-1 Eligible Deposit Account and shall transfer any cash and/or any investments on deposit or credited to such earlier existing Account into such new Account. (g) The Indenture Trustee or other Person holding the Accounts shall be the “Securities Intermediary” with respect to the Accounts. If the Securities Intermediary in respect of the Accounts is not the Indenture Trustee, the Servicer shall obtain the express agreement of such Person to the obligations of the Securities Intermediary set forth in this Section 2.3(g). The Servicer Securities Intermediary agrees that: (i) Each of the Accounts is an account to which “financial assets” within the meaning of Section 8-102(a)(9) (“Financial Assets”) of the UCC in effect in the State of New York will be credited; (ii) All securities or other property underlying any Financial Assets credited to any Account shall be registered in the name of the Securities Intermediary, endorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary and in no case will any Financial Asset credited to an Account be registered in the name of the Issuer, payable to the order of the Issuer or specially endorsed to the Issuer; (iii) All property delivered to the Securities Intermediary pursuant to the 2019-1 Servicing Agreement and the Indenture will be promptly notify credited to the applicable Account; (iv) Each item of property (whether investment property, security, instrument or cash) credited to an Account shall be treated as a Financial Asset; (v) If at any time the Securities Intermediary shall receive any order from the Indenture Trustee directing transfer or redemption of any Financial Asset relating to an Account, the Securities Intermediary shall comply with such entitlement order without further consent by the Issuer or the Servicer; (vi) Each Account shall be governed by the laws of the State of New York, regardless of any provision of any other agreement. For purposes of the UCC, New York shall be deemed to be the Securities Intermediary’s jurisdiction and the Accounts (as well as the “securities entitlements” (as defined in Section 8-102(a)(17) of the UCC) related thereto) shall be governed by the laws of the State of New York; (vii) The Securities Intermediary has not entered into, and until termination of the Indenture, will not enter into, any agreement with any other Person relating to the Accounts and/or any Financial Assets credited thereto pursuant to which it has agreed to comply with entitlement orders (as defined in Section 8-102(a)(8) of the UCC) of such other Person and the Securities Intermediary has not entered into, and until the termination of the Indenture will not enter into, any agreement with the Issuer purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders as set forth in Section 2.4; and (viii) Except for the claims and interest of the Indenture Trustee and the Owner Trustee of any change Issuer in the account number or location of the Collection Account. (b) The Servicer shall establishAccounts, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIntermediary knows of no claim to, or interest in, the Accounts or in any Financial Asset credited thereto. If any other Person asserts any Lien, encumbrance, or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) a segregated trust account designated as against the Note Payment Account (Accounts or in any Financial Asset carried therein, the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of Securities Intermediary will promptly notify the Indenture Trustee; provided, however, that the Servicer may make deposits to Noteholders and direct the Issuer thereof. The Indenture Trustee shall possess all right, title and interest in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited all funds on deposit from time to time in the Note Payment Account pursuant to this Agreement Accounts and the Indenture shall be held by the Indenture Trustee as part of the Trust Property in all proceeds thereof, and shall be applied as provided the only Person authorized to originate entitlement orders in this Agreement and therespect of the Accounts.

Accounts. (a) The Servicer shall establish, on On or before prior to the Closing Effective Date, and maintain the Borrower shall establish each Account in the name of the Indenture Trustee at an Eligible Institution (which Borrower and each Account shall initially be a segregated, non-interest bearing trust account established with the Securities Intermediary) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be Funds held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon applied by the terms Collateral Agent pursuant to Section 8.3 and conditions the applicable Monthly Report. If at any time a Responsible Officer of the Transaction Documents. If the Servicer is required Collateral Agent obtains actual knowledge that any Account ceases to remit collections on a daily basis pursuant be an Eligible Account (with notice to the first sentence Collateral Manager, the Agent and each Lender Agent), then the Borrower shall cause the Collateral Manager to transfer such account to another institution such that such account shall meet the requirements of Section 4.2an Eligible Account. Except as set forth below, all amounts on deposit in the Unfunded Exposure Account may be withdrawn at the direction of the Borrower or at the direction of the Collateral Manager (i) to fund any draw requests of the relevant Obligors under any Variable Funding Asset, or (ii) to make a deposit into the Collections Account as Principal Collections if, after giving effect to such withdrawal, the aggregate amount on deposit in the Unfunded Exposure Account is equal to or greater than the Aggregate Unfunded Amount. Following the Facility Termination Date, the Borrower shall cause the Collateral Manager to forward any draw request made by an Obligor under a Variable Funding Asset, along with wiring instructions for the applicable Obligor, to the Collateral Agent (with a copy to the Agent and each Lender Agent) along with a written instruction to the Collateral Agent to withdraw the applicable amount from the Unfunded Exposure Account and a certification that the conditions to fund such draw are satisfied, and the Collateral Agent shall fund such draw request in accordance with such instructions from the Collateral Manager. Following the end of the Revolving Period, if the Borrower shall receive any Principal Collections from an Obligor with respect to a Variable Funding Asset and, as of the date of such receipt (and after taking into account such repayment), the aggregate amount on deposit in the Unfunded Exposure Account is less than the Aggregate Unfunded Amount (the amount of such shortfall, in each case, the “Unfunded Exposure Shortfall”), the Borrower shall cause the Collateral Manager to direct the Collateral Agent to and the Collateral Agent shall deposit into the Unfunded Exposure Account an amount of such Principal Collections equal to the lesser of (a) the aggregate amount of such Principal Collections and (b) the Unfunded Exposure Shortfall. (b) All amounts held in the Collection any Account shall, to the extent permitted by applicable law, rules and regulationsApplicable Laws, be investedinvested by the Collateral Agent, as directed by the Collateral Manager in writing by (or, if the ServicerCollateral Manager fails to provide such direction, by the bank or trust company then maintaining the Collection Account such amounts shall remain uninvested), in Permitted Investments that mature (i) with respect to the Collection Account, not later than the one Business Day preceding prior to the Distribution Date following for the Collection Period during to which such amounts relate and (ii) with respect to the Unfunded Exposure Account, on the immediately following Business Day. Any such written direction shall certify that any such investment is madeauthorized by this Section 8.1. Each The Borrower, the Collateral Manager on behalf of the Permitted Borrower and the Agent each agrees that it shall not give any instruction to invest such funds other than in accordance with, or subject to an exemption from, the Retention Requirements. Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such in Permitted Investments shall be held to maturity. If the Collection Account is no longer maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account. (b) The Servicer shall establish, on or before the Closing Date, and maintain made in the name of the Indenture Trustee at an Eligible Institution (which Collateral Agent, and, except as specifically required below, such investments shall initially not be sold or disposed of prior to their maturity. If any amounts are needed for disbursement from the Securities Intermediary) Collection Account and sufficient uninvested funds are not available therein to make such disbursement, the Collateral Agent shall cause to be sold or otherwise converted to cash a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit sufficient amount of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee investments in writing such account to make withdrawals from the Note Payment Account such disbursement in accordance with and upon the written direction of the Collateral Manager or, if the Collateral Manager shall fail to give such direction, the Agent. The Collateral Agent shall, upon written request, provide the Agent with all information in its possession regarding transfer into and out of the Collection Account (including, but not limited to, the identity of the counterparty making or receiving such transfer). In no event shall the Collateral Agent be liable for the selection of any investments or any losses in connection therewith, or for any failure of the Collateral Manager or the Agent, as applicable, to timely provide investment instruction to the Collateral Agent. The Collateral Agent and its Affiliates shall be permitted to receive additional compensation that could be deemed to be in the Collateral Agent’s economic self-interest for (i) serving as investment adviser, administrator, shareholder, servicing agent, custodian or sub-custodian with respect to certain of the Permitted Investments, (ii) using affiliates to effect transactions in certain Permitted Investments, and (iii) effecting transactions in certain investments. Such compensation shall not be considered an amount that is reimbursable or payable pursuant to this Agreement and Agreement. (c) Neither the IndentureBorrower nor the Collateral Manager shall have any rights of direction or withdrawal, with respect to amounts held in the Collection Account, except to the extent explicitly set forth in Section 7.5(j), Section 8.1(a), Section 8.1(b), Section 8.2, Section 8.3(b) or Section 10.16. 1. All monies interest, dividends, gains upon sale and other income from, or earnings on, investments of funds in the Accounts shall be deposited or transferred to the Collection Account and distributed pursuant to Section 8.3(a). (d) The Equityholder may, from time to time in its sole discretion (x) transfer to the Note Payment Collateral Agent for deposit amounts into the Principal Collection Account pursuant and/or (y) transfer Eligible Collateral Obligations as equity contributions to the Borrower for deposit in the Custodial Account. All such amounts will be included in each applicable compliance calculation under this Agreement as Principal Collections, including, without limitation, calculation of the Borrowing Base. (e) Notwithstanding any provision of the Transaction Documents to the contrary, if any Borrowing Base Deficiency exists, then the Borrower may eliminate such Borrowing Base Deficiency in its entirety by effecting one or more (or any combination thereof) of the following actions: (A) deposit into or credit to the Collection Account cash and Permitted Investments, (B) repay Loans, (C) sell Collateral Obligations in accordance with Section 7.10, or (D) pledge additional Collateral Obligations as Collateral; provided that, for the Indenture avoidance of doubt, any such additional Collateral Obligation that has the same CUSIP or security identifier of an Eligible Collateral Obligation shall be held deemed an Eligible Collateral Obligation and unless such Eligible Collateral Obligation is subject to an Evaluation Event, an Approval Notice in connection with such additional Collateral Obligation shall be deemed received by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and theBorrower for all purposes hereunder.

Accounts. (a) The Servicer shall establishNo Borrower will, on or before will permit any Restricted Subsidiary party to the Closing DateSecurity Agreement to instruct any Obligor to remit any Collections to any Person, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) account or lock-box other than a segregated trust account designated as the Collection Lock-Box Bank, a Lock-Box Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trusteeor a Lock-Box; provided, however, that a Borrower that is the Servicer Obligor on another Borrower’s Receivable may make deposits payments of Collections on such Receivable to a Deposit Account of such other Borrower so long as there has been no incremental borrowing on a net basis as a result of such remittance. No Borrower will, or will permit any such Restricted Subsidiary to permit funds other than Collections of Receivables to be deposited into any Lock-Box, Lock-Box Account or (except as permitted by Section 4.5(c)) the Master Collection Account. At any time, if funds other than Collections are deposited into any such Lock-Box, Lock-Box Account or (except as permitted by Section 4.5(c)) the Master Collection Account, such Borrower shall promptly identify such funds for segregation therefrom, and direct after providing the Indenture Trustee in writing Collateral Agent with reasonable evidence of the rightful ownership of such funds, shall instruct the Collateral Agent to make withdrawals from transfer such funds to such rightful owners. No Borrower will, or will permit any such Restricted Subsidiary to, commingle Collections or other funds to which Collateral Agent is entitled hereunder with any other funds. The Borrower shall instruct each Lock-Box Bank to transfer all Collections at the end of each Business Day to the Master Collection Account. No Borrower will, or will permit, any such Restricted Subsidiary to add any Lock-Box Bank, any Lock-Box, or any Lock-Box Account in accordance with this Agreement, the Indenture to those listed on Exhibit 1.1(b) unless Administrative Agent and the Trust Agreement. All monies deposited from time to time Collateral Agent shall have consented thereto (which consent shall not be unreasonably withheld) and received an executed and acknowledged copy of a Lock-Box Letter substantially in the Collection form of Exhibit 1.1(c) (with such changes as are acceptable to Administrative Agent and Collateral Agent) to each new Lock-Box Bank with respect thereto. No Borrower will, or will permit any such Restricted Subsidiary to, terminate any Lock-Box Bank or Lock-Box or close any Lock-Box Account pursuant to this Agreement or Lock-Box unless Collateral Agent shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer maintained have received at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed least thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee prior notice of any change in the account number such termination or location of the Collection Account. (b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated such shorter period as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer Collateral Agent may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and theagree to.

Accounts. (a) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIndenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at an Eligible Institutionthe Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account. (b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIndenture Trustee) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and thethe Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account. (c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the “CarMax Auto Owner Trust 2017-2 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee in writing of any change in the account number or location of the Certificate Payment Account. (d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period and any Unreimbursed Servicer Advances for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that amounts withdrawn from the Reserve Account will not be used to reimburse Unreimbursed Servicer Advance or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer). (e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date.

Accounts. (a) There shall be established and there shall be maintained an Eligible Account (initially at the Account Bank) until the Outstanding Note Amount is reduced to zero, which is designated the “Trust Collection Account”. The Servicer shall establishServicer, on or before behalf of the Closing DateNoteholders, shall establish and maintain with the Account Bank and in the name of the Indenture Trustee at an Eligible Institution (which shall initially be Issuing Entity, the Securities Intermediary) a segregated trust account designated as the Trust Collection Account (bearing a designation clearly indicating that the “Collection Account”). The Collection Account shall be funds on deposit therein are held in trust for the benefit of the Noteholders, and the Certificateholders. The Trust Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that Trustee until the Servicer may make deposits Outstanding Note Amount has been reduced to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Accountzero. (b) There shall be established and there shall be maintained an Eligible Account (initially at the Account Bank) until the Outstanding Note Balance is reduced to zero, which is designated as the “Principal Distribution Account.” The Servicer shall establishServicer, on or before behalf of the Closing DateNoteholders, shall establish and maintain with the Account Bank and in the name of the Indenture Trustee at an Eligible Institution (which shall initially be Issuing Entity, the Securities Intermediary) Principal Distribution Account bearing a segregated trust account designated as designation clearly indicating that the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be funds on deposit therein are held in trust for the benefit of the Noteholders. The Note Payment Principal Distribution Account shall be under the sole dominion and control of the Indenture Trustee; providedTrustee until the Outstanding Note Amount has been reduced to zero. (c) There shall be established and there shall be maintained an Eligible Account (initially at the Account Bank) until the Outstanding Note Balance is reduced to zero, howeverwhich is designated as the “Reserve Account.” The Servicer, on behalf of the Noteholders, shall establish and maintain with the Account Bank and in the name of the Issuing Entity, the Reserve Account bearing a designation clearly indicating that the Servicer may make deposits to funds on deposit therein are held for the benefit of the Noteholders. The Reserve Account shall be under the sole dominion and direct control of the Indenture Trustee in writing until the Outstanding Note Amount has been reduced to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. zero. (d) All monies deposited from time to time in the Note Payment Account Accounts pursuant to this Agreement and Indenture or the Indenture other Transaction Documents shall be held by the Indenture Trustee as part of the Trust Property Collateral and shall be applied to the purposes herein provided; provided, that on each Determination Date all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Accounts shall be deposited into the Trust Collection Account and shall be deemed to constitute a portion of Available Funds for the related Payment Date. If any Account shall cease to be an Eligible Account, the Servicer (upon written notice from the Indenture Trustee that such account no longer qualifies), until the Outstanding Note Amount has been reduced to zero, shall, as necessary, assist the Administrator within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) to establish a new Account at an institution at which it shall be an Eligible Account and shall cause the Indenture Trustee, who shall instruct the Account Bank, to transfer any cash and/or any investments to such new Account. The Account Bank hereby agrees that the Accounts shall be under the sole dominion and control of the Indenture Trustee. The Indenture Trustee, the Account Bank or the other Person holding the Accounts as provided in this Section 8.2(d) shall be the “Securities Intermediary.” If the Securities Intermediary shall be a Person other than the Indenture Trustee or the Account Bank, the Servicer shall obtain the express agreement of such Person to the obligations of the Securities Intermediary set forth in this Section 8.2(d). (i) With respect to the Trust Account Property, the Securities Intermediary agrees, by its acceptance hereof, that: (A) The Accounts are accounts to which Financial Assets will be credited. (B) All securities or other property underlying any Financial Assets credited to the Accounts shall be registered in the name of the Securities Intermediary, indorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary and in no case will any Financial Asset credited to any of the Accounts be registered in the name of the Trust, the Servicer or the Depositor, payable to the order of the Trust, the Servicer or the Depositor or specially indorsed to the Owner Trustee, the Servicer or the Depositor except to the extent the foregoing have been specially indorsed to the Securities Intermediary or in blank. (C) All property delivered to the Securities Intermediary pursuant to this Agreement will be promptly credited to the appropriate Account. (D) Each item of property (whether investment property, Financial Asset, security, instrument or cash) credited to an Account shall be treated as a “financial asset” within the meaning of Section 8-102(a)(9) of the New York UCC. (E) If at any time the Securities Intermediary shall receive any order from the Indenture Trustee directing transfer or redemption of any Financial Asset relating to the Accounts, the Securities Intermediary shall comply with such entitlement order without further consent by the Trust, the Servicer, the Depositor or any other Person. (F) The Accounts shall be governed by the laws of the State of New York, regardless of any provision in any other agreement. For purposes of the UCC, New York shall be deemed to be the Securities Intermediary’s jurisdiction and thethe Trust Accounts (as well as the securities entitlements (as defined in Section 8-102(a)(17) of the UCC) related thereto) shall be governed by the laws of the State of New York. (G) The Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with any other person relating to the Accounts and/or any Financial Assets credited thereto pursuant to which it has agreed to comply with entitlement orders (as defined in Section 8-102(a)(8) of the New York UCC) of such other person and the Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with the Trust, the Depositor, the Servicer or the Indenture Trustee purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders as set forth in Section 8.2(d)(i)(E) hereof. (H) Except for the claims and interest of the Indenture Trustee and of the Trust in the Accounts, the Securities Intermediary knows of no claim to, or interest in, the Accounts or in any Financial Asset credited thereto. If any other person asserts any lien, encumbrance or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) against the Accounts or in any Financial Asset carried therein, the Securities Intermediary will promptly notify the Indenture Trustee, the Servicer and the Trust thereof. (I) The Securities Intermediary will promptly send copies of all statements, confirmations and other correspondence concerning the Accounts and/or any Trust Account Property simultaneously to each of the Servicer and the Indenture Trustee. (J) The Securities Intermediary shall treat the Indenture Trustee as entitled to exercise the rights that comprise each Financial Asset credited to any Account. (K) Each item of property credited to each Account shall not be subject to, and the Securities Intermediary hereby waives, any security interest, lien, claim, encumbrance, or right of setoff in favor of the Securities Intermediary or anyone claiming through the Securities Intermediary (other than the Indenture Trustee).

Accounts. (a) The Servicer Indenture Trustee shall establishestablish and maintain, on or before at all times during the Closing Dateterm of the Indenture, and maintain a 2018-3 Eligible Deposit Account in the name of and under the control of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, Noteholders (said account being called the “2018-3 Exchange Note Collections Account” and being initially identified as “GM Financial 2018-3 Exchange Note Collections Account”). Deposits to and withdrawals from the Certificateholders. The Collection 2018-3 Exchange Note Collections Account shall be made as set forth in the 2018-3 Servicing Agreement, the 2018-3 Exchange Note Supplement and the Indenture. (b) The Indenture Trustee shall establish and maintain, at all times during the term of the Indenture, a 2018-3 Eligible Deposit Account in the name of and under the sole dominion and control of the Indenture Trustee; provided, however, that Trustee for the Servicer may make deposits benefit of the Noteholders (said account being called the “Indenture Collections Account” and being initially identified as “GM Financial 2018-3 Indenture Collections Account”). Deposits to and direct withdrawals from the 2018-3 Indenture Collections Account shall be made as set forth in the 2018-3 Exchange Note Supplement and the Indenture. (c) The Indenture Trustee shall establish and maintain, at all times during the term of the Indenture, a 2018-3 Eligible Deposit Account in the name of and under the control of the Indenture Trustee in writing for the benefit of the Noteholders (said account being called the “Note Payment Account” and being initially identified as “GM Financial 2018-3 Note Payment Account”). Deposits to make and withdrawals from the Collection Note Payment Account shall be made as set forth in the Indenture. (d) The Indenture Trustee shall establish and maintain, at all times during the term of the Indenture, a 2018-3 Eligible Deposit Account in accordance with this Agreement, the name of and under control of the Indenture Trustee for the benefit of the Noteholders (said account being called the “Reserve Account” and the Trust Agreement. being initially identified as “GM Financial 2018-3 Reserve Account”). (e) All monies deposited from time to time in the Collection Account Accounts pursuant to this Agreement 2018-3 Servicing Supplement and the other Program Documents and the Accounts shall be held by the Indenture Trustee as part of the Trust Property Indenture Collateral and shall be applied as provided in this Agreementto the purposes herein and therein provided. All deposits to and withdrawals from the Collection If any Account shall cease to be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.22018-3 Eligible Deposit Account, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and assist the Servicer in any case within ten (10) calendar days or causing such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an institution at which it shall be a 2018-3 Eligible InstitutionDeposit Account. (f) If, at any time, any of the Accounts ceases to be a 2018-3 Eligible Deposit Account, the Servicer shall within thirty (30) days (or such longer period as to which the Rating Agencies rating any securities backed by the related Exchange Note may consent) establish a new Account as a 2018-3 Eligible Deposit Account and shall transfer any cash and/or any investments on deposit or credited to such earlier existing Account into such new Account. (g) The Indenture Trustee or other Person holding the Accounts shall be the “Securities Intermediary” with respect to the Accounts. If the Securities Intermediary in respect of the Accounts is not the Indenture Trustee, the Servicer shall obtain the express agreement of such Person to the obligations of the Securities Intermediary set forth in this Section 2.3(g). The Servicer Securities Intermediary agrees that: (i) Each of the Accounts is an account to which “financial assets” within the meaning of Section 8-102(a)(9) (“Financial Assets”) of the UCC in effect in the State of New York will be credited; (ii) All securities or other property underlying any Financial Assets credited to any Account shall be registered in the name of the Securities Intermediary, endorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary and in no case will any Financial Asset credited to an Account be registered in the name of the Issuer, payable to the order of the Issuer or specially endorsed to the Issuer; (iii) All property delivered to the Securities Intermediary pursuant to the 2018-3 Servicing Agreement and the Indenture will be promptly notify credited to the applicable Account; (iv) Each item of property (whether investment property, security, instrument or cash) credited to an Account shall be treated as a Financial Asset; (v) If at any time the Securities Intermediary shall receive any order from the Indenture Trustee directing transfer or redemption of any Financial Asset relating to an Account, the Securities Intermediary shall comply with such entitlement order without further consent by the Issuer or the Servicer; (vi) Each Account shall be governed by the laws of the State of New York, regardless of any provision of any other agreement. For purposes of the UCC, New York shall be deemed to be the Securities Intermediary’s jurisdiction and the Accounts (as well as the “securities entitlements” (as defined in Section 8-102(a)(17) of the UCC) related thereto) shall be governed by the laws of the State of New York; (vii) The Securities Intermediary has not entered into, and until termination of the Indenture, will not enter into, any agreement with any other Person relating to the Accounts and/or any Financial Assets credited thereto pursuant to which it has agreed to comply with entitlement orders (as defined in Section 8-102(a)(8) of the UCC) of such other Person and the Securities Intermediary has not entered into, and until the termination of the Indenture will not enter into, any agreement with the Issuer purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders as set forth in Section 2.4; and (viii) Except for the claims and interest of the Indenture Trustee and the Owner Trustee of any change Issuer in the account number or location of the Collection Account. (b) The Servicer shall establishAccounts, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIntermediary knows of no claim to, or interest in, the Accounts or in any Financial Asset credited thereto. If any other Person asserts any Lien, encumbrance, or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) a segregated trust account designated as against the Note Payment Account (Accounts or in any Financial Asset carried therein, the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of Securities Intermediary will promptly notify the Indenture Trustee; provided, however, that the Servicer may make deposits to Noteholders and direct the Issuer thereof. The Indenture Trustee shall possess all right, title and interest in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited all funds on deposit from time to time in the Note Payment Account pursuant to this Agreement Accounts and the Indenture shall be held by the Indenture Trustee as part of the Trust Property in all proceeds thereof, and shall be applied as provided the only Person authorized to originate entitlement orders in this Agreement and therespect of the Accounts.

Accounts. (a) The Servicer Indenture Trustee shall establishestablish and maintain, on or before at all times during the Closing Dateterm of the Indenture, and maintain a 2018-2 Eligible Deposit Account in the name of and under the control of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, Noteholders (said account being called the “2018-2 Exchange Note Collections Account” and being initially identified as “GM Financial 2018-2 Exchange Note Collections Account”). Deposits to and withdrawals from the Certificateholders. The Collection 2018-2 Exchange Note Collections Account shall be made as set forth in the 2018-2 Servicing Agreement, the 2018-2 Exchange Note Supplement and the Indenture. (b) The Indenture Trustee shall establish and maintain, at all times during the term of the Indenture, a 2018-2 Eligible Deposit Account in the name of and under the sole dominion and control of the Indenture Trustee; provided, however, that Trustee for the Servicer may make deposits benefit of the Noteholders (said account being called the “Indenture Collections Account” and being initially identified as “GM Financial 2018-2 Indenture Collections Account”). Deposits to and direct withdrawals from the 2018-2 Indenture Collections Account shall be made as set forth in the 2018-2 Exchange Note Supplement and the Indenture. (c) The Indenture Trustee shall establish and maintain, at all times during the term of the Indenture, a 2018-2 Eligible Deposit Account in the name of and under the control of the Indenture Trustee in writing for the benefit of the Noteholders (said account being called the “Note Payment Account” and being initially identified as “GM Financial 2018-2 Note Payment Account”). Deposits to make and withdrawals from the Collection Note Payment Account shall be made as set forth in the Indenture. (d) The Indenture Trustee shall establish and maintain, at all times during the term of the Indenture, a 2018-2 Eligible Deposit Account in accordance with this Agreement, the name of and under control of the Indenture Trustee for the benefit of the Noteholders (said account being called the “Reserve Account” and the Trust Agreement. being initially identified as “GM Financial 2018-2 Reserve Account”). (e) All monies deposited from time to time in the Collection Account Accounts pursuant to this Agreement 2018-2 Servicing Supplement and the other Program Documents and the Accounts shall be held by the Indenture Trustee as part of the Trust Property Indenture Collateral and shall be applied as provided in this Agreementto the purposes herein and therein provided. All deposits to and withdrawals from the Collection If any Account shall cease to be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.22018-2 Eligible Deposit Account, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and assist the Servicer in any case within ten (10) calendar days or causing such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an institution at which it shall be a 2018-2 Eligible InstitutionDeposit Account. (f) If, at any time, any of the Accounts ceases to be a 2018-2 Eligible Deposit Account, the Servicer shall within thirty (30) days (or such longer period as to which the Rating Agencies rating any securities backed by the related Exchange Note may consent) establish a new Account as a 2018-2 Eligible Deposit Account and shall transfer any cash and/or any investments on deposit or credited to such earlier existing Account into such new Account. (g) The Indenture Trustee or other Person holding the Accounts shall be the “Securities Intermediary” with respect to the Accounts. If the Securities Intermediary in respect of the Accounts is not the Indenture Trustee, the Servicer shall obtain the express agreement of such Person to the obligations of the Securities Intermediary set forth in this Section 2.3(g). The Servicer Securities Intermediary agrees that: (i) Each of the Accounts is an account to which “financial assets” within the meaning of Section 8-102(a)(9) (“Financial Assets”) of the UCC in effect in the State of New York will be credited; (ii) All securities or other property underlying any Financial Assets credited to any Account shall be registered in the name of the Securities Intermediary, endorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary and in no case will any Financial Asset credited to an Account be registered in the name of the Issuer, payable to the order of the Issuer or specially endorsed to the Issuer; (iii) All property delivered to the Securities Intermediary pursuant to the 2018-2 Servicing Agreement and the Indenture will be promptly notify credited to the applicable Account; (iv) Each item of property (whether investment property, security, instrument or cash) credited to an Account shall be treated as a Financial Asset; (v) If at any time the Securities Intermediary shall receive any order from the Indenture Trustee directing transfer or redemption of any Financial Asset relating to an Account, the Securities Intermediary shall comply with such entitlement order without further consent by the Issuer or the Servicer; (vi) Each Account shall be governed by the laws of the State of New York, regardless of any provision of any other agreement. For purposes of the UCC, New York shall be deemed to be the Securities Intermediary’s jurisdiction and the Accounts (as well as the “securities entitlements” (as defined in Section 8-102(a)(17) of the UCC) related thereto) shall be governed by the laws of the State of New York; (vii) The Securities Intermediary has not entered into, and until termination of the Indenture, will not enter into, any agreement with any other Person relating to the Accounts and/or any Financial Assets credited thereto pursuant to which it has agreed to comply with entitlement orders (as defined in Section 8-102(a)(8) of the UCC) of such other Person and the Securities Intermediary has not entered into, and until the termination of the Indenture will not enter into, any agreement with the Issuer purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders as set forth in Section 2.4; and (viii) Except for the claims and interest of the Indenture Trustee and the Owner Trustee of any change Issuer in the account number or location of the Collection Account. (b) The Servicer shall establishAccounts, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIntermediary knows of no claim to, or interest in, the Accounts or in any Financial Asset credited thereto. If any other Person asserts any Lien, encumbrance, or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) a segregated trust account designated as against the Note Payment Account (Accounts or in any Financial Asset carried therein, the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of Securities Intermediary will promptly notify the Indenture Trustee; provided, however, that the Servicer may make deposits to Noteholders and direct the Issuer thereof. The Indenture Trustee shall possess all right, title and interest in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited all funds on deposit from time to time in the Note Payment Account pursuant to this Agreement Accounts and the Indenture shall be held by the Indenture Trustee as part of the Trust Property in all proceeds thereof, and shall be applied as provided the only Person authorized to originate entitlement orders in this Agreement and therespect of the Accounts.

Accounts. (a) The Servicer shall establish, on or before Prior to the Closing Date, and maintain the Issuer shall open or cause to be opened with the Securities Intermediary located at the Indenture Trustee’s office located at the Corporate Trust Office, or at another Eligible Institution, (i) one or more segregated trust accounts in the Indenture Trustee’s name for the deposit of Distribution Securitization Charge Collections (including Estimated Distribution Securitization Charge Collections) and all other amounts received with respect to the Securitization Bond Collateral related to the Distribution Securitization Charges (the “Distribution Collection Account”) and (ii) one or more segregated trust accounts in the Indenture Trustee at Trustee’s name for the deposit of Power Supply Securitization Charge Collections (including Estimated Power Supply Securitization Charge Collections) and all other amounts received with respect to the Securitization Bond Collateral related to the Power Supply Securitization Charges (the “Power Supply Collection Account” and, together with the Distribution Collection Account, the “Collection Accounts”). Each Collection Account will consist of two subaccounts: a general subaccount (each, a “General Subaccount”); and an Eligible Institution excess funds subaccount (which shall initially each, an “Excess Funds Subaccount” and, together with the General Subaccounts, the “Subaccounts”). For administrative purposes, the Subaccounts may be established by the Securities IntermediaryIntermediary as separate accounts. Such separate accounts will be recognized individually as a Subaccount and collectively (with respect to Subaccounts of a particular Collection Account) as a “Collection Account.” In addition, prior to the Closing Date, the Issuer shall open or cause to be opened with the Securities Intermediary located at the Indenture Trustee’s office located at the Corporate Trust Office, or at another Eligible Institution, a capital account (the “Capital Account”) and a payment account (the “Payment Account”), each to be a segregated trust account designated as in the Indenture Trustee’s name. Prior to or concurrently with the issuance of the Securitization Bonds, the Member shall deposit into the Capital Account an amount equal to the Required Capital Level. All amounts in each Collection Account (not allocated to any other subaccount shall be allocated to the “Collection Account”)relevant General Subaccount. The Prior to the Initial Payment Date, all amounts in each Collection Account shall be held in trust for allocated to the benefit of the Noteholders, and the Certificateholdersrelevant General Subaccount. The All references to a Collection Account shall be deemed to include reference to all subaccounts contained therein. Withdrawals from and deposits to each of the Accounts and Subaccounts shall be made as set forth in Section 8.02(d) and Section 8.02(e). Each Account shall at all times be maintained in an Eligible Account and will be under the sole dominion and exclusive control of the Indenture Trustee; provided, howeverthrough the Securities Intermediary, that the Servicer may make deposits to and direct only the Indenture Trustee shall have access to each Account for the purpose of making deposits in writing to make and withdrawals from the Collection applicable Account in accordance with this Agreement, the Indenture and the Trust AgreementIndenture. Funds in each Account shall not be commingled with any other moneys. All monies moneys deposited from time to time in the Collection Account each Account, all deposits therein pursuant to this Agreement Indenture and all investments made in Eligible Investments as directed in writing by the Issuer with such moneys, including all income or other gain from such investments, shall be held by the Indenture Trustee Securities Intermediary in such Account as part of the Trust Property Securitization Bond Collateral as herein provided. The Indenture Trustee shall have no investment discretion. Absent written instructions to invest, funds shall remain uninvested. The Securities Intermediary shall have no liability in respect of losses incurred as a result of the liquidation of any Eligible Investment prior to its stated maturity or its date of redemption or the failure of the Issuer or the Servicer to provide timely written investment direction. (b) The Securities Intermediary hereby confirms that (i) each of the Collection Accounts, the Capital Account and the Payment Account is, or at inception will be established as, a “securities account” as such term is defined in Section 8-501(a) of the UCC, (ii) it is a “securities intermediary” (as such term is defined in Section 8-102(a)(14) of the UCC) and is acting in such capacity with respect to such accounts, (iii) the Indenture Trustee for the benefit of the Secured Parties is the sole “entitlement holder” (as such term is defined in Section 8-102(a)(7) of the UCC) with respect to such accounts and (iv) no other Person shall have the right to give “entitlement orders” (as such term is defined in Section 8-102(a)(8)) with respect to such accounts. The Securities Intermediary hereby further agrees that each item of property (whether investment property, financial asset, security, instrument or cash) received by it will be credited to the applicable Collection Account, the Capital Account or the Payment Account. Such property, other than cash, shall be treated by it as a “financial asset” within the meaning of Section 8-102(a)(9) of the UCC. The Indenture Trustee shall hold any Securitization Bond Collateral consisting of money in the Collection Accounts, the Capital Account or the Payment Account and hereby confirms that for such purpose, each of the Collection Accounts, the Capital Account and the Payment Account is a “deposit account” within the meaning of Section 9-102(a)(29) of the UCC. The Indenture Trustee further confirms that for purposes of perfecting the security interest in such deposit account, it shall act as the “bank” within the meaning of Section 9-102(a)(8) of the UCC. Notwithstanding anything to the contrary, the State of New York shall be deemed to be the jurisdiction of the Securities Intermediary for purposes of Section 8-110(e) of the UCC and of the Indenture Trustee acting as the “bank” for purposes of Section 9-304(a) of the UCC, and the Collection Accounts, the Capital Account and the Payment Account (as well as the securities entitlements related thereto) shall be governed by the laws of the State of New York. The Securities Intermediary represents and agrees that (i) the “account agreement” (within the meaning of the Hague Securities Convention) establishing the Collection Accounts, the Capital Account and the Payment Account are governed by the law of the State of New York and that the law of the State of New York shall govern all issues specified in Article 2(1) of the Hague Securities Convention and (ii) at the time of entry of such account agreement, the Securities Intermediary had one or more offices (within the meaning of the Hague Securities Convention) in the United States of America which satisfies the criteria provided in Article 4(1)(a) or (b) of the Hague Securities Convention. (c) The Indenture Trustee shall have sole dominion and exclusive control over all moneys in the Collection Accounts, the Capital Account and the Payment Account through the Securities Intermediary and shall be applied apply such amounts therein as provided in this Section 8.02. (d) Securitization Charge Collections (including Estimated Securitization Charge Collections) shall be deposited in the applicable General Subaccount as provided in Section 6.11 of the Servicing Agreement. All deposits to and withdrawals from the Collection Accounts, the Capital Account and the Payment Account, all allocations to the subaccounts of the Collection Accounts and any amounts to be paid to the Servicer under Section 8.02(e) shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee in accordance with the written instructions provided by the Administrator in the Distribution Instructions (as defined herein) or through an Affiliate by the Servicer in the Monthly Servicer’s Certificates or the Semi-Annual Servicer’s Certificate or upon other written notice provided by the Servicer pursuant to Section 6.11 of the Servicing Agreement, as applicable. (e) Not later than two Business Days prior to each Payment Date, the Administrator shall deliver to the Indenture TrusteeTrustee the Instructions for Distribution of Funds in the Accounts, in form and substance consistent with Exhibit E to this Indenture (the “Distribution Instructions”), instructing the Indenture Trustee to transfer funds from the Accounts described in the Distribution Instructions to the Payment Account to pay amounts payable on such Payment Date in accordance with this Section 8.02(e). All On each Payment Date, unless specified otherwise, the Indenture Trustee shall apply such Permitted Investments amounts transferred into the Payment Account to pay the following amounts, in accordance with the Distribution Instructions. in the following priority: (i) amounts owed by the Issuer to the Indenture Trustee (including legal fees and expenses and outstanding indemnity amounts) shall be held paid to maturity. If the Collection Account is no longer maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly Trustee (and subject to Section 6.07) in any case within ten (10) calendar days or such longer period an amount not to exceed thirty $250,000 per annum (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the “Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account. (b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Note Payment Account (the “Note Payment AccountCap”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer Indenture Trustee Cap shall be disregarded and inapplicable following an Event of Default; (ii) the Servicing Fee with respect to such Payment Date and all unpaid Servicing Fees for prior Payment Dates shall be paid to the Servicer; (iii) the Administration Fee for such Payment Date shall be paid to the Administrator and the Independent Manager Fee for such Payment Date shall be paid to the Independent Manager, and in each case with any unpaid Administration Fees or Independent Manager Fees from prior Payment Dates (or, to the extent one or more series of Additional Securitization Bonds are issued, an allocable share of such fees); (iv) all other ordinary and periodic Operating Expenses (or, to the extent one or more series of Additional Securitization Bonds are issued, an allocable share of such Operating Expenses) of the Issuer for such Payment Date not described above shall be paid to the parties to which such Operating Expenses are owed; (v) Periodic Interest for such Payment Date, including any overdue Periodic Interest, with respect to the Securitization Bonds shall be paid to the Holders of Securitization Bonds; (vi) principal due and payable on the Securitization Bonds as a result of an acceleration upon an Event of Default or on the Final Maturity Date of each Tranche of the Securitization Bonds shall be paid to the Holders of Securitization Bonds; (vii) Periodic Principal for such Payment Date, in accordance with the Expected Amortization Schedule, including any overdue Periodic Principal, with respect to the Securitization Bonds shall be paid to the Holders of Securitization Bonds, pro rata if there is a deficiency; (viii) any other unpaid Operating Expenses (including fees, expenses and indemnity amounts owed to the Indenture Trustee but unpaid due to the limitation in Section 8.02(e)(i)) (or, to the extent one or more series of Additional Securitization Bonds are issued, an allocable share of such Operating Expenses) and any remaining amounts owed pursuant to the Basic Documents shall be paid the parties to which such Operating Expenses or remaining amounts are owed; (ix) replenishment of the amount, if any, by which the Required Capital Level exceeds the amount in the Capital Account as of such Payment Date shall be allocated to the Capital Account; (x) the Return on Invested Capital then due and payable, and any related taxes thereon, shall be paid to DTE Electric; and (xi) the balance, if any, shall be allocated to the appropriate Excess Funds Subaccount for distribution on subsequent Payment Dates. (i) the Tranche A-1 Securitization Bonds, all Tree Trim Amounts, and all of the other foregoing amounts relating to Tree Trim, have been paid in full, including without limitation, amounts due and payable to the Indenture Trustee under the Indenture or otherwise, the balance of the Distribution Collection Account, if any, will be paid to the Issuer, free from the Lien of the Indenture, and (ii) the Securitization Bonds have been Paid in Full and discharged, and all of the other foregoing amounts are paid in full, including without limitation, amounts due and payable to the Indenture Trustee under the Indenture or otherwise, the balance (including all amounts then held in any Account), if any, will be paid to the Issuer, free from the Lien of the Indenture. All payments to the Holders of the Securitization Bonds pursuant to Section 8.02(e)(v), Section 8.02(e)(vi) and Section 8.02(e)(vii) shall be made to such Holders pro rata based on the respective amounts of interest and/or principal owed, unless, in the case of Securitization Bonds comprised of two or more Tranches, the Series Supplement provides otherwise. Payments in respect of principal of and premium, if any, and interest on any Tranche of Securitization Bonds will be made on a pro rata basis among all the Holders of such Tranche. In the case of an Event of Default, then, in accordance with Section 5.04(c), in respect of any application of moneys pursuant to Section 8.02(e)(v) or Section 8.02(e)(vi), moneys will be applied pursuant to Section 8.02(e)(v) and Section 8.02(e)(vi), as the case may be, in such order, on a pro rata basis, based upon the interest or the principal owed. (f) On any Business Day upon which the Indenture Trustee receives a written request from the Administrator stating that any Operating Expense payable by the Issuer (but only as described in Section 8.02(e)(i), Section 8.02(e)(ii), Section 8.02(e)(iii) and Section 8.02(e)(iv)) will become due and payable prior to the next Payment Date, and setting forth the amount and nature of such Operating Expense, as well as any supporting documentation that the Indenture Trustee may reasonably request, the Indenture Trustee, upon receipt of such information, will make deposits payment of such Operating Expenses on or before the date such payment is due from amounts on deposit in the applicable General Subaccount, the applicable Excess Funds Subaccount and the Capital Account, in that order and only to and the extent required to make such payment, it being understood that, until the Tranche A-1 Securitization Bonds are Paid in Full, the Administrator shall direct the Indenture Trustee in writing to make withdrawals draw amounts equal to 68.19% of such Operating Expense due and payable from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part Subaccounts of the Trust Property Distribution Collection Account and shall be applied as provided in this Agreement 31.81% of such Operating Expense due and thepayable from the Subaccounts of the Power Supply Collection Account.

Accounts. (a) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at an Eligible Institutionthe Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account. (b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and thethe Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account. (c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the “CarMax Auto Owner Trust 2023-4 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Certificate Payment Account. (d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer). (e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date. (f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.

Accounts. (a) The Servicer shall establish, on or before the Closing Date, and prior to the payment in full of the principal of and interest on the Notes, maintain with the Securities Intermediary in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Collection Account (the “Collection Account”). The Prior to the payment in full of the principal of and interest on the Notes, the Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. Following payment in full of the principal of and interest on the Notes, the Collection Account shall be maintained in the name of the Issuer at an Eligible Institution and held in trust for the benefit of the Certificateholders. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property Estate and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account. On the Distribution Date on which the Notes have been paid in full (other than in connection with the Servicer’s exercise of its optional purchase right), the Indenture Trustee will take all necessary or appropriate actions, as directed by the Issuer and at no expense to the Indenture Trustee, the Grantor Trust Trustee or the Owner Trustee, to transfer all of its right, title and interest in the Collection Account (including any investments and investment income) to the Paying Agent for the benefit of the Certificateholders. Following such transfer, the Collection Account will be maintained under the sole dominion and control of the Paying Agent for the benefit of the Certificateholders and the Paying Agent will make distributions from the Collection Account. (b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property Estate and shall be applied as provided in this Agreement and thethe Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account. (c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the “CarMax Select Receivables Trust 2026-A Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Estate and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Certificate Payment Account. (d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xiii) of the Indenture, (ii) for purposes of Section 2.8(a)(xiv) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer). (e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date. (f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.

Accounts. (a) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIndenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at an Eligible Institutionthe Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account. (b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIndenture Trustee) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and thethe Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account. (c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the “CarMax Auto Owner Trust 2021-2 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee in writing of any change in the account number or location of the Certificate Payment Account. (d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period and any Unreimbursed Servicer Advances for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse Unreimbursed Servicer Advance or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer). (e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date.

Accounts. (a) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIndenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, [and] the Certificateholders [and the CertificateholdersSwap Counterparty]. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at an Eligible Institutionthe Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account. (b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIndenture Trustee) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and thethe Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account. (c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Owner Trustee at an Eligible Institution (which shall initially be the Owner Trustee) a segregated trust account designated as the “CarMax Auto Owner Trust 20[ ]-[ ] Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Owner Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Owner Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Owner Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at the Owner Trustee, the Servicer shall, with the Owner Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee in writing of any change in the account number or location of the Certificate Payment Account. (d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, [and] (ii) the Total Note Interest for each Class of Notes for such Distribution Date, [and] [(iii) the Total Servicing Fee for the preceding Collection Period and any Unreimbursed Servicer Advances for the preceding Collection Period] [[and] (iv) all amounts owed to the Swap Counterparty under the Swap Agreement] [and (v) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer], the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date [(provided, that, such amounts withdrawn from the Reserve Account may not be used to pay amounts owing to CarMax or any Affiliate of CarMax to the extent such Person is the Servicer, a Noteholder or a Note Owner)].

Accounts. (a) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIndenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at an Eligible Institutionthe Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account. (b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIndenture Trustee) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and thethe Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account. (c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the “CarMax Auto Owner Trust 2020-1 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee in writing of any change in the account number or location of the Certificate Payment Account. (d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period and any Unreimbursed Servicer Advances for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse Unreimbursed Servicer Advance or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer). (e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date.

Accounts. (a) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIndenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at an Eligible Institutionthe Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account. (b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIndenture Trustee) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and thethe Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account. (c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the “CarMax Auto Owner Trust 2022-3 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee in writing of any change in the account number or location of the Certificate Payment Account. (d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer). (e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date. (f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.

Accounts. (a) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIndenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at an Eligible Institutionthe Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account. (b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIndenture Trustee) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and thethe Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account. (c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the “CarMax Auto Owner Trust 2021-4 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee in writing of any change in the account number or location of the Certificate Payment Account. (d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer). (e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date. (f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.

Accounts. (a) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIndenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at an Eligible Institutionthe Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account. (b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIndenture Trustee) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and thethe Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account. (c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Owner Trustee at an Eligible Institution (which shall initially be the Owner Trustee) a segregated trust account designated as the “CarMax Auto Owner Trust 2016-2 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Owner Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Owner Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Owner Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at the Owner Trustee, the Servicer shall, with the Owner Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee in writing of any change in the account number or location of the Certificate Payment Account. (d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period and any Unreimbursed Servicer Advances for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date.

Accounts. (a) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at an Eligible Institutionthe Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account. (b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and thethe Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account. (c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the “CarMax Auto Owner Trust 2024-1 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Certificate Payment Account. (d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer). (e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date. (f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.

Accounts. (a) The Servicer Indenture Trustee shall establishestablish and maintain, on or before at all times during the Closing Dateterm of the Indenture, and maintain a 2019-3 Eligible Deposit Account in the name of and under the control of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, Noteholders (said account being called the “2019-3 Exchange Note Collections Account” and being initially identified as “GM Financial 2019-3 Exchange Note Collections Account”). Deposits to and withdrawals from the Certificateholders. The Collection 2019-3 Exchange Note Collections Account shall be made as set forth in the 2019-3 Servicing Agreement, the 2019-3 Exchange Note Supplement and the Indenture. (b) The Indenture Trustee shall establish and maintain, at all times during the term of the Indenture, a 2019-3 Eligible Deposit Account in the name of and under the sole dominion and control of the Indenture Trustee; provided, however, that Trustee for the Servicer may make deposits benefit of the Noteholders (said account being called the “Indenture Collections Account” and being initially identified as “GM Financial 2019-3 Indenture Collections Account”). Deposits to and direct withdrawals from the 2019-3 Indenture Collections Account shall be made as set forth in the 2019-3 Exchange Note Supplement and the Indenture. (c) The Indenture Trustee shall establish and maintain, at all times during the term of the Indenture, a 2019-3 Eligible Deposit Account in the name of and under the control of the Indenture Trustee in writing for the benefit of the Noteholders (said account being called the “Note Payment Account” and being initially identified as “GM Financial 2019-3 Note Payment Account”). Deposits to make and withdrawals from the Collection Note Payment Account shall be made as set forth in the Indenture. (d) The Indenture Trustee shall establish and maintain, at all times during the term of the Indenture, a 2019-3 Eligible Deposit Account in accordance with this Agreement, the name of and under control of the Indenture Trustee for the benefit of the Noteholders (said account being called the “Reserve Account” and the Trust Agreement. being initially identified as “GM Financial 2019-3 Reserve Account”). (e) All monies deposited from time to time in the Collection Account Accounts pursuant to this Agreement 2019-3 Servicing Supplement and the other Program Documents and the Accounts shall be held by the Indenture Trustee as part of the Trust Property Indenture Collateral and shall be applied as provided in this Agreementto the purposes herein and therein provided. All deposits to and withdrawals from the Collection If any Account shall cease to be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.22019-3 Eligible Deposit Account, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and assist the Servicer in any case within ten (10) calendar days or causing such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an institution at which it shall be a 2019-3 Eligible InstitutionDeposit Account. (f) If, at any time, any of the Accounts ceases to be a 2019-3 Eligible Deposit Account, the Servicer shall within thirty (30) days (or such longer period as to which the Rating Agencies rating any securities backed by the related Exchange Note may consent) establish a new Account as a 2019-3 Eligible Deposit Account and shall transfer any cash and/or any investments on deposit or credited to such earlier existing Account into such new Account. (g) The Indenture Trustee or other Person holding the Accounts shall be the “Securities Intermediary” with respect to the Accounts. If the Securities Intermediary in respect of the Accounts is not the Indenture Trustee, the Servicer shall obtain the express agreement of such Person to the obligations of the Securities Intermediary set forth in this Section 2.3(g). The Servicer Securities Intermediary agrees that: (i) Each of the Accounts is an account to which “financial assets” within the meaning of Section 8-102(a)(9) (“Financial Assets”) of the UCC in effect in the State of New York will be credited; (ii) All securities or other property underlying any Financial Assets credited to any Account shall be registered in the name of the Securities Intermediary, endorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary and in no case will any Financial Asset credited to an Account be registered in the name of the Issuer, payable to the order of the Issuer or specially endorsed to the Issuer; (iii) All property delivered to the Securities Intermediary pursuant to the 2019-3 Servicing Agreement and the Indenture will be promptly notify credited to the applicable Account; (iv) Each item of property (whether investment property, security, instrument or cash) credited to an Account shall be treated as a Financial Asset; (v) If at any time the Securities Intermediary shall receive any order from the Indenture Trustee directing transfer or redemption of any Financial Asset relating to an Account, the Securities Intermediary shall comply with such entitlement order without further consent by the Issuer or the Servicer; (vi) Each Account shall be governed by the laws of the State of New York, regardless of any provision of any other agreement. For purposes of the UCC, New York shall be deemed to be the Securities Intermediary’s jurisdiction and the Accounts (as well as the “securities entitlements” (as defined in Section 8-102(a)(17) of the UCC) related thereto) shall be governed by the laws of the State of New York; (vii) The Securities Intermediary has not entered into, and until termination of the Indenture, will not enter into, any agreement with any other Person relating to the Accounts and/or any Financial Assets credited thereto pursuant to which it has agreed to comply with entitlement orders (as defined in Section 8-102(a)(8) of the UCC) of such other Person and the Securities Intermediary has not entered into, and until the termination of the Indenture will not enter into, any agreement with the Issuer purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders as set forth in Section 2.4; and (viii) Except for the claims and interest of the Indenture Trustee and the Owner Trustee of any change Issuer in the account number or location of the Collection Account. (b) The Servicer shall establishAccounts, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIntermediary knows of no claim to, or interest in, the Accounts or in any Financial Asset credited thereto. If any other Person asserts any Lien, encumbrance, or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) a segregated trust account designated as against the Note Payment Account (Accounts or in any Financial Asset carried therein, the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of Securities Intermediary will promptly notify the Indenture Trustee; provided, however, that the Servicer may make deposits to Noteholders and direct the Issuer thereof. The Indenture Trustee shall possess all right, title and interest in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited all funds on deposit from time to time in the Note Payment Account pursuant to this Agreement Accounts and the Indenture shall be held by the Indenture Trustee as part of the Trust Property in all proceeds thereof, and shall be applied as provided the only Person authorized to originate entitlement orders in this Agreement and therespect of the Accounts.

Accounts. (a) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIndenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account. (b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIndenture Trustee) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and thethe Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account. (c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the “CarMax Auto Owner Trust 2025-2 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Certificate Payment Account. (d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer). (e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date. (f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.

Accounts. (a) The Servicer Indenture Trustee shall establishestablish and maintain, on or before at all times during the Closing Dateterm of the Indenture, and maintain a 2016-2 Eligible Deposit Account in the name of and under the control of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, Noteholders (said account being called the “2016-2 Exchange Note Collections Account” and being initially identified as “GM Financial 2016-2 Exchange Note Collections Account”). Deposits to and withdrawals from the Certificateholders. The Collection 2016-2 Exchange Note Collections Account shall be made as set forth in the 2016-2 Servicing Agreement, the 2016-2 Exchange Note Supplement and the Indenture. (b) The Indenture Trustee shall establish and maintain, at all times during the term of the Indenture, a 2016-2 Eligible Deposit Account in the name of and under the sole dominion and control of the Indenture Trustee; provided, however, that Trustee for the Servicer may make deposits benefit of the Noteholders (said account being called the “Indenture Collections Account” and being initially identified as “GM Financial 2016-2 Indenture Collections Account”). Deposits to and direct withdrawals from the 2016-2 Indenture Collections Account shall be made as set forth in the 2016-2 Exchange Note Supplement and the Indenture. (c) The Indenture Trustee shall establish and maintain, at all times during the term of the Indenture, a 2016-2 Eligible Deposit Account in the name of and under the control of the Indenture Trustee in writing for the benefit of the Noteholders (said account being called the “Note Payment Account” and being initially identified as “GM Financial 2016-2 Note Payment Account”). Deposits to make and withdrawals from the Collection Note Payment Account shall be made as set forth in accordance with this Agreement, the Indenture and the Trust Note Purchase Agreement. . (d) The Indenture Trustee shall establish and maintain, at all times during the term of the Indenture, a 2016-2 Eligible Deposit Account in the name of and under control of the Indenture Trustee for the benefit of the Noteholders (said account being called the “Reserve Account” and being initially identified as “GM Financial 2016-2 Reserve Account”). (e) All monies deposited from time to time in the Collection Account Accounts pursuant to this Agreement 2016-2 Servicing Supplement and the other Program Documents and the Accounts shall be held by the Indenture Trustee as part of the Trust Property Indenture Collateral and shall be applied as provided in this Agreementto the purposes herein and therein provided. All deposits to and withdrawals from the Collection If any Account shall cease to be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.22016-2 Eligible Deposit Account, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and assist the Servicer in any case within ten (10) calendar days or causing such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account. (b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee institution at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account it shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and thea 2016-2

Accounts. (a) The Servicer Indenture Trustee shall establishestablish and maintain, on or before at all times during the Closing Dateterm of the Indenture, and maintain a 2015-2 Eligible Deposit Account in the name of and under the control of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, Noteholders (said account being called the “2015-2 Exchange Note Collections Account” and being initially identified as “GM Financial 2015-2 Exchange Note Collections Account”). Deposits to and withdrawals from the Certificateholders. The Collection 2015-2 Exchange Note Collections Account shall be made as set forth in the 2015-2 Servicing Agreement, the 2015-2 Exchange Note Supplement and the Indenture. (b) The Indenture Trustee shall establish and maintain, at all times during the term of the Indenture, a 2015-2 Eligible Deposit Account in the name of and under the sole dominion and control of the Indenture Trustee; provided, however, that Trustee for the Servicer may make deposits benefit of the Noteholders (said account being called the “Indenture Collections Account” and being initially identified as “GM Financial 2015-2 Indenture Collections Account”). Deposits to and direct withdrawals from the 2015-2 Indenture Collections Account shall be made as set forth in the 2015-2 Exchange Note Supplement and the Indenture. (c) The Indenture Trustee shall establish and maintain, at all times during the term of the Indenture, a 2015-2 Eligible Deposit Account in the name of and under the control of the Indenture Trustee in writing for the benefit of the Noteholders (said account being called the “Note Payment Account” and being initially identified as “GM Financial 2015-2 Note Payment Account”). Deposits to make and withdrawals from the Collection Note Payment Account shall be made as set forth in accordance with this Agreement, the Indenture and the Trust Note Purchase Agreement. . (d) The Indenture Trustee shall establish and maintain, at all times during the term of the Indenture, a 2015-2 Eligible Deposit Account in the name of and under control of the Indenture Trustee for the benefit of the Noteholders (said account being called the “Reserve Account” and being initially identified as “GM Financial 2015-2 Reserve Account”). (e) All monies deposited from time to time in the Collection Account Accounts pursuant to this Agreement 2015-2 Servicing Supplement and the other Program Documents and the Accounts shall be held by the Indenture Trustee as part of the Trust Property Indenture Collateral and shall be applied as provided in this Agreementto the purposes herein and therein provided. All deposits to and withdrawals from the Collection If any Account shall cease to be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.22015-2 Eligible Deposit Account, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and assist the Servicer in any case within ten (10) calendar days or causing such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an institution at which it shall be a 2015-2 Eligible InstitutionDeposit Account. (f) If, at any time, any of the Accounts ceases to be a 2015-2 Eligible Deposit Account, the Servicer shall within thirty (30) days (or such longer period as to which the Rating Agencies rating any securities backed by the related Exchange Note may consent) establish a new Account as a 2015-2 Eligible Deposit Account and shall transfer any cash and/or any investments on deposit or credited to such earlier existing Account into such new Account. (g) The Indenture Trustee or other Person holding the Accounts shall be the “Securities Intermediary” with respect to the Accounts. If the Securities Intermediary in respect of the Accounts is not the Indenture Trustee, the Servicer shall obtain the express agreement of such Person to the obligations of the Securities Intermediary set forth in this Section 2.3(g). The Servicer Securities Intermediary agrees that: (i) Each of the Accounts is an account to which “financial assets” within the meaning of Section 8-102(a)(9) (“Financial Assets”) of the UCC in effect in the State of New York will be credited; (ii) All securities or other property underlying any Financial Assets credited to any Account shall be registered in the name of the Securities Intermediary, endorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary and in no case will any Financial Asset credited to an Account be registered in the name of the Issuer, payable to the order of the Issuer or specially endorsed to the Issuer; (iii) All property delivered to the Securities Intermediary pursuant to the 2015-2 Servicing Agreement and the Indenture will be promptly notify credited to the applicable Account; (iv) Each item of property (whether investment property, security, instrument or cash) credited to an Account shall be treated as a Financial Asset; (v) If at any time the Securities Intermediary shall receive any order from the Indenture Trustee directing transfer or redemption of any Financial Asset relating to an Account, the Securities Intermediary shall comply with such entitlement order without further consent by the Issuer or the Servicer; (vi) Each Account shall be governed by the laws of the State of New York, regardless of any provision of any other agreement. For purposes of the UCC, New York shall be deemed to be the Securities Intermediary’s jurisdiction and the Accounts (as well as the “securities entitlements” (as defined in Section 8-102(a)(17) of the UCC) related thereto) shall be governed by the laws of the State of New York; (vii) The Securities Intermediary has not entered into, and until termination of the Indenture, will not enter into, any agreement with any other Person relating to the Accounts and/or any Financial Assets credited thereto pursuant to which it has agreed to comply with entitlement orders (as defined in Section 8-102(a)(8) of the UCC) of such other Person and the Securities Intermediary has not entered into, and until the termination of the Indenture will not enter into, any agreement with the Issuer purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders as set forth in Section 2.4; and (viii) Except for the claims and interest of the Indenture Trustee and the Owner Trustee of any change Issuer in the account number or location of the Collection Account. (b) The Servicer shall establishAccounts, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIntermediary knows of no claim to, or interest in, the Accounts or in any Financial Asset credited thereto. If any other Person asserts any Lien, encumbrance, or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) a segregated trust account designated as against the Note Payment Account (Accounts or in any Financial Asset carried therein, the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of Securities Intermediary will promptly notify the Indenture Trustee; provided, however, that the Servicer may make deposits to Noteholders and direct the Issuer thereof. The Indenture Trustee shall possess all right, title and interest in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited all funds on deposit from time to time in the Note Payment Account pursuant to this Agreement Accounts and the Indenture shall be held by the Indenture Trustee as part of the Trust Property in all proceeds thereof, and shall be applied as provided the only Person authorized to originate entitlement orders in this Agreement and therespect of the Accounts.

Accounts. (a) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIndenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at an Eligible Institutionthe Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account. (b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIndenture Trustee) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and thethe Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account. (c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the “CarMax Auto Owner Trust 2021-3 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee in writing of any change in the account number or location of the Certificate Payment Account. (d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer). (e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date. (f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.

Accounts. (a) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities [Indenture Trustee][Securities Intermediary]) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, [and] the Certificateholders [and the CertificateholdersSwap Counterparty]. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at an Eligible Institutionthe [Indenture Trustee][Securities Intermediary], the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account. (b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities [Indenture Trustee][Securities Intermediary]) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and thethe Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the [Indenture Trustee][Securities Intermediary], the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account. (c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the [Indenture Trustee][Securities Intermediary]) a segregated trust account designated as the “CarMax [Auto Owner][Select Receivables] Trust 20[__]-[__] Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at the [Indenture Trustee][Securities Intermediary], the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Certificate Payment Account. (d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, [and] (ii) the Total Note Interest for each Class of Notes for such Distribution Date, [and] [(iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period] [[and] (iv) all amounts owed to the Swap Counterparty under the Swap Agreement] [and (v) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer], then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, [and] (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full [and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer)]. (e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date. (a) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.

Accounts. (a) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at an Eligible Institutionthe Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account. (b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and thethe Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account. (c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the “CarMax Auto Owner Trust 2024-4 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Certificate Payment Account. (d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer). (e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date. (f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.

Accounts. (a) The Servicer Indenture Trustee shall establishestablish and maintain, on or before at all times during the Closing Dateterm of the Indenture, and maintain a 2021-2 Eligible Deposit Account in the name of and under the control of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, Noteholders (said account being called the “2021-2 Exchange Note Collections Account” and being initially identified as “GM Financial 2021-2 Exchange Note Collections Account”). Deposits to and withdrawals from the Certificateholders. The Collection 2021-2 Exchange Note Collections Account shall be made as set forth in the 2021-2 Servicing Agreement, the 2021-2 Exchange Note Supplement and the Indenture. (b) The Indenture Trustee shall establish and maintain, at all times during the term of the Indenture, a 2021-2 Eligible Deposit Account in the name of and under the sole dominion and control of the Indenture Trustee; provided, however, that Trustee for the Servicer may make deposits benefit of the Noteholders (said account being called the “Indenture Collections Account” and being initially identified as “GM Financial 2021-2 Indenture Collections Account”). Deposits to and direct withdrawals from the 2021-2 Indenture Collections Account shall be made as set forth in the 2021-2 Exchange Note Supplement and the Indenture. (c) The Indenture Trustee shall establish and maintain, at all times during the term of the Indenture, a 2021-2 Eligible Deposit Account in the name of and under the control of the Indenture Trustee in writing for the benefit of the Noteholders (said account being called the “Note Payment Account” and being initially identified as “GM Financial 2021-2 Note Payment Account”). Deposits to make and withdrawals from the Collection Note Payment Account shall be made as set forth in the Indenture. (d) The Indenture Trustee shall establish and maintain, at all times during the term of the Indenture, a 2021-2 Eligible Deposit Account in accordance with this Agreement, the name of and under control of the Indenture Trustee for the benefit of the Noteholders (said account being called the “Reserve Account” and the Trust Agreement. being initially identified as “GM Financial 2021-2 Reserve Account”). (e) All monies deposited from time to time in the Collection Account Accounts pursuant to this Agreement 2021-2 Servicing Supplement and the other Program Documents and the Accounts shall be held by the Indenture Trustee as part of the Trust Property Indenture Collateral and shall be applied as provided in this Agreementto the purposes herein and therein provided. All deposits to and withdrawals from the Collection If any Account shall cease to be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.22021-2 Eligible Deposit Account, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and assist the Servicer in any case within ten (10) calendar days or causing such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an institution at which it shall be a 2021-2 Eligible InstitutionDeposit Account. (f) If, at any time, any of the Accounts ceases to be a 2021-2 Eligible Deposit Account, the Servicer shall within thirty (30) days (or such longer period as to which the Rating Agencies rating any securities backed by the related Exchange Note may consent) establish a new Account as a 2021-2 Eligible Deposit Account and shall transfer any cash and/or any investments on deposit or credited to such earlier existing Account into such new Account. (g) The Indenture Trustee or other Person holding the Accounts shall be the “Securities Intermediary” with respect to the Accounts. If the Securities Intermediary in respect of the Accounts is not the Indenture Trustee, the Servicer shall obtain the express agreement of such Person to the obligations of the Securities Intermediary set forth in this Section 2.3(g). The Servicer Securities Intermediary agrees that: (i) Each of the Accounts is an account to which “financial assets” within the meaning of Section 8-102(a)(9) (“Financial Assets”) of the UCC in effect in the State of New York will be credited; (ii) All securities or other property underlying any Financial Assets credited to any Account shall be registered in the name of the Securities Intermediary, endorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary and in no case will any Financial Asset credited to an Account be registered in the name of the Issuer, payable to the order of the Issuer or specially endorsed to the Issuer; (iii) All property delivered to the Securities Intermediary pursuant to the 2021-2 Servicing Agreement and the Indenture will be promptly notify credited to the applicable Account; (iv) Each item of property (whether investment property, security, instrument or cash) credited to an Account shall be treated as a Financial Asset; (v) If at any time the Securities Intermediary shall receive any order from the Indenture Trustee directing transfer or redemption of any Financial Asset relating to an Account, the Securities Intermediary shall comply with such entitlement order without further consent by the Issuer or the Servicer; (vi) Each Account shall be governed by the laws of the State of New York, regardless of any provision of any other agreement. For purposes of the UCC, New York shall be deemed to be the Securities Intermediary’s jurisdiction and the Accounts (as well as the “securities entitlements” (as defined in Section 8-102(a)(17) of the UCC) related thereto) shall be governed by the laws of the State of New York; (vii) The Securities Intermediary has not entered into, and until termination of the Indenture, will not enter into, any agreement with any other Person relating to the Accounts and/or any Financial Assets credited thereto pursuant to which it has agreed to comply with entitlement orders (as defined in Section 8-102(a)(8) of the UCC) of such other Person and the Securities Intermediary has not entered into, and until the termination of the Indenture will not enter into, any agreement with the Issuer purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders as set forth in Section 2.4; and (viii) Except for the claims and interest of the Indenture Trustee and the Owner Trustee of any change Issuer in the account number or location of the Collection Account. (b) The Servicer shall establishAccounts, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIntermediary knows of no claim to, or interest in, the Accounts or in any Financial Asset credited thereto. If any other Person asserts any Lien, encumbrance, or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) a segregated trust account designated as against the Note Payment Account (Accounts or in any Financial Asset carried therein, the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of Securities Intermediary will promptly notify the Indenture Trustee; provided, however, that the Servicer may make deposits to Noteholders and direct the Issuer thereof. The Indenture Trustee shall possess all right, title and interest in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited all funds on deposit from time to time in the Note Payment Account pursuant to this Agreement Accounts and the Indenture shall be held by the Indenture Trustee as part of the Trust Property in all proceeds thereof, and shall be applied as provided the only Person authorized to originate entitlement orders in this Agreement and therespect of the Accounts.

Accounts. (a) The Servicer Indenture Trustee shall establishestablish and maintain, on or before at all times during the Closing Dateterm of the Indenture, and maintain a 2021-1 Eligible Deposit Account in the name of and under the control of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, Noteholders (said account being called the “2021-1 Exchange Note Collections Account” and being initially identified as “GM Financial 2021-1 Exchange Note Collections Account”). Deposits to and withdrawals from the Certificateholders. The Collection 2021-1 Exchange Note Collections Account shall be made as set forth in the 2021-1 Servicing Agreement, the 2021-1 Exchange Note Supplement and the Indenture. (b) The Indenture Trustee shall establish and maintain, at all times during the term of the Indenture, a 2021-1 Eligible Deposit Account in the name of and under the sole dominion and control of the Indenture Trustee; provided, however, that Trustee for the Servicer may make deposits benefit of the Noteholders (said account being called the “Indenture Collections Account” and being initially identified as “GM Financial 2021-1 Indenture Collections Account”). Deposits to and direct withdrawals from the 2021-1 Indenture Collections Account shall be made as set forth in the 2021-1 Exchange Note Supplement and the Indenture. (c) The Indenture Trustee shall establish and maintain, at all times during the term of the Indenture, a 2021-1 Eligible Deposit Account in the name of and under the control of the Indenture Trustee in writing for the benefit of the Noteholders (said account being called the “Note Payment Account” and being initially identified as “GM Financial 2021-1 Note Payment Account”). Deposits to make and withdrawals from the Collection Note Payment Account shall be made as set forth in the Indenture. (d) The Indenture Trustee shall establish and maintain, at all times during the term of the Indenture, a 2021-1 Eligible Deposit Account in accordance with this Agreement, the name of and under control of the Indenture Trustee for the benefit of the Noteholders (said account being called the “Reserve Account” and the Trust Agreement. being initially identified as “GM Financial 2021-1 Reserve Account”). (e) All monies deposited from time to time in the Collection Account Accounts pursuant to this Agreement 2021-1 Servicing Supplement and the other Program Documents and the Accounts shall be held by the Indenture Trustee as part of the Trust Property Indenture Collateral and shall be applied as provided in this Agreementto the purposes herein and therein provided. All deposits to and withdrawals from the Collection If any Account shall cease to be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.22021-1 Eligible Deposit Account, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and assist the Servicer in any case within ten (10) calendar days or causing such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an institution at which it shall be a 2021-1 Eligible InstitutionDeposit Account. (f) If, at any time, any of the Accounts ceases to be a 2021-1 Eligible Deposit Account, the Servicer shall within thirty (30) days (or such longer period as to which the Rating Agencies rating any securities backed by the related Exchange Note may consent) establish a new Account as a 2021-1 Eligible Deposit Account and shall transfer any cash and/or any investments on deposit or credited to such earlier existing Account into such new Account. (g) The Indenture Trustee or other Person holding the Accounts shall be the “Securities Intermediary” with respect to the Accounts. If the Securities Intermediary in respect of the Accounts is not the Indenture Trustee, the Servicer shall obtain the express agreement of such Person to the obligations of the Securities Intermediary set forth in this Section 2.3(g). The Servicer Securities Intermediary agrees that: (i) Each of the Accounts is an account to which “financial assets” within the meaning of Section 8-102(a)(9) (“Financial Assets”) of the UCC in effect in the State of New York will be credited; (ii) All securities or other property underlying any Financial Assets credited to any Account shall be registered in the name of the Securities Intermediary, endorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary and in no case will any Financial Asset credited to an Account be registered in the name of the Issuer, payable to the order of the Issuer or specially endorsed to the Issuer; (iii) All property delivered to the Securities Intermediary pursuant to the 2021-1 Servicing Agreement and the Indenture will be promptly notify credited to the applicable Account; (iv) Each item of property (whether investment property, security, instrument or cash) credited to an Account shall be treated as a Financial Asset; (v) If at any time the Securities Intermediary shall receive any order from the Indenture Trustee directing transfer or redemption of any Financial Asset relating to an Account, the Securities Intermediary shall comply with such entitlement order without further consent by the Issuer or the Servicer; (vi) Each Account shall be governed by the laws of the State of New York, regardless of any provision of any other agreement. For purposes of the UCC, New York shall be deemed to be the Securities Intermediary’s jurisdiction and the Accounts (as well as the “securities entitlements” (as defined in Section 8-102(a)(17) of the UCC) related thereto) shall be governed by the laws of the State of New York; (vii) The Securities Intermediary has not entered into, and until termination of the Indenture, will not enter into, any agreement with any other Person relating to the Accounts and/or any Financial Assets credited thereto pursuant to which it has agreed to comply with entitlement orders (as defined in Section 8-102(a)(8) of the UCC) of such other Person and the Securities Intermediary has not entered into, and until the termination of the Indenture will not enter into, any agreement with the Issuer purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders as set forth in Section 2.4; and (viii) Except for the claims and interest of the Indenture Trustee and the Owner Trustee of any change Issuer in the account number or location of the Collection Account. (b) The Servicer shall establishAccounts, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIntermediary knows of no claim to, or interest in, the Accounts or in any Financial Asset credited thereto. If any other Person asserts any Lien, encumbrance, or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) a segregated trust account designated as against the Note Payment Account (Accounts or in any Financial Asset carried therein, the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of Securities Intermediary will promptly notify the Indenture Trustee; provided, however, that the Servicer may make deposits to Noteholders and direct the Issuer thereof. The Indenture Trustee shall possess all right, title and interest in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited all funds on deposit from time to time in the Note Payment Account pursuant to this Agreement Accounts and the Indenture shall be held by the Indenture Trustee as part of the Trust Property in all proceeds thereof, and shall be applied as provided the only Person authorized to originate entitlement orders in this Agreement and therespect of the Accounts.

Accounts. (a) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIndenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at an Eligible Institutionthe Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account. (b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIndenture Trustee) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and thethe Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account. (c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the “CarMax Auto Owner Trust 2019-3 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee in writing of any change in the account number or location of the Certificate Payment Account. (d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period and any Unreimbursed Servicer Advances for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse Unreimbursed Servicer Advance or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer). (e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date.

Accounts. (a) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIndenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at an Eligible Institutionthe Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account. (b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIndenture Trustee) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and thethe Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account. (c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the “CarMax Auto Owner Trust 2017-1 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee in writing of any change in the account number or location of the Certificate Payment Account. (d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period and any Unreimbursed Servicer Advances for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date. (e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date.

Accounts. (a) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIndenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at an Eligible Institutionthe Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account. (b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIndenture Trustee) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account. (c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the “CarMax Auto Owner Trust 2020-2 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee in writing of any change in the account number or location of the Certificate Payment Account. (d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period and any Unreimbursed Servicer Advances for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the "Regular Principal Distributable Amount" for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse Unreimbursed Servicer Advance or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer). (e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the

Accounts. (a) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at an Eligible Institutionthe Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account. (b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and thethe Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account. (c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the “CarMax Auto Owner Trust 2024-3 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Certificate Payment Account. (d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer). (e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date. (f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.

Accounts. (a) The Servicer Pursuant to Section 5.01 of the Trust Agreement, there has been established and there shall establish, on or before the Closing Date, and maintain be maintained an Eligible Account (initially at U.S. Bank) in the name of the Indenture Trustee at an Eligible Institution (until the Outstanding Amount is reduced to zero, and thereafter, in the name of the Owner Trustee, which shall initially be the Securities Intermediary) a segregated trust account is designated as the Collection Account (the “Collection "Reserve Account”)". The Collection Reserve Account shall be held in trust for the benefit of the NoteholdersSecurityholders, and shall bear a designation clearly indicating that the Certificateholdersfunds on deposit therein are held for the benefit of the Securityholders. The Collection Reserve Account shall be under the sole dominion and control of the Indenture Trustee; providedTrustee until the Outstanding Amount has been reduced to zero, however, that and thereafter under the Servicer may make deposits to sole dominion and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part control of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Owner Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account. (b) The Servicer Issuer shall establishcause the Transferor, on or before prior to the Closing Date, establish and maintain an Eligible Account in the name of the Indenture Trustee at an Eligible Institution (on behalf of the Noteholders, which shall initially be the Securities Intermediary) a segregated trust account designated as the "Note Payment Account (the “Note Payment Distribution Account”)". The Note Payment Distribution Account shall be held in trust for the benefit of the Noteholders. The Note Payment Distribution Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. . (c) All monies deposited from time to time in the Note Payment Account Accounts pursuant to this Agreement and Indenture or the Indenture 2003-A Servicing Supplement shall be held by the Indenture Trustee as part of the Trust Property Collateral and shall be applied to the purposes herein provided. If any Account shall cease to be an Eligible Account, the Indenture Trustee, until the Outstanding Amount has been reduced to zero, and thereafter with respect to the Reserve Account, the Owner Trustee shall, as provided necessary, assist the Servicer in this Agreement and thecausing each Account to be moved to an institution at which it shall be an Eligible Account.

Accounts. (a) The Servicer Indenture Trustee shall establishestablish and maintain, on or before at all times during the Closing Dateterm of the Indenture, and maintain a 2017-1 Eligible Deposit Account in the name of and under the control of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, Noteholders (said account being called the “2017-1 Exchange Note Collections Account” and being initially identified as “GM Financial 2017-1 Exchange Note Collections Account”). Deposits to and withdrawals from the Certificateholders. The Collection 2017-1 Exchange Note Collections Account shall be made as set forth in the 2017-1 Servicing Agreement, the 2017-1 Exchange Note Supplement and the Indenture. (b) The Indenture Trustee shall establish and maintain, at all times during the term of the Indenture, a 2017-1 Eligible Deposit Account in the name of and under the sole dominion and control of the Indenture Trustee; provided, however, that Trustee for the Servicer may make deposits benefit of the Noteholders (said account being called the “Indenture Collections Account” and being initially identified as “GM Financial 2017-1 Indenture Collections Account”). Deposits to and direct withdrawals from the 2017-1 Indenture Collections Account shall be made as set forth in the 2017-1 Exchange Note Supplement and the Indenture. (c) The Indenture Trustee shall establish and maintain, at all times during the term of the Indenture, a 2017-1 Eligible Deposit Account in the name of and under the control of the Indenture Trustee in writing for the benefit of the Noteholders (said account being called the “Note Payment Account” and being initially identified as “GM Financial 2017-1 Note Payment Account”). Deposits to make and withdrawals from the Collection Note Payment Account shall be made as set forth in the Indenture. (d) The Indenture Trustee shall establish and maintain, at all times during the term of the Indenture, a 2017-1 Eligible Deposit Account in accordance with this Agreement, the name of and under control of the Indenture Trustee for the benefit of the Noteholders (said account being called the “Reserve Account” and the Trust Agreement. being initially identified as “GM Financial 2017-1 Reserve Account”). (e) All monies deposited from time to time in the Collection Account Accounts pursuant to this Agreement 2017-1 Servicing Supplement and the other Program Documents and the Accounts shall be held by the Indenture Trustee as part of the Trust Property Indenture Collateral and shall be applied as provided in this Agreementto the purposes herein and therein provided. All deposits to and withdrawals from the Collection If any Account shall cease to be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.22017-1 Eligible Deposit Account, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and assist the Servicer in any case within ten (10) calendar days or causing such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an institution at which it shall be a 2017-1 Eligible InstitutionDeposit Account. (f) If, at any time, any of the Accounts ceases to be a 2017-1 Eligible Deposit Account, the Servicer shall within thirty (30) days (or such longer period as to which the Rating Agencies rating any securities backed by the related Exchange Note may consent) establish a new Account as a 2017-1 Eligible Deposit Account and shall transfer any cash and/or any investments on deposit or credited to such earlier existing Account into such new Account. (g) The Indenture Trustee or other Person holding the Accounts shall be the “Securities Intermediary” with respect to the Accounts. If the Securities Intermediary in respect of the Accounts is not the Indenture Trustee, the Servicer shall obtain the express agreement of such Person to the obligations of the Securities Intermediary set forth in this Section 2.3(g). The Servicer Securities Intermediary agrees that: (i) Each of the Accounts is an account to which “financial assets” within the meaning of Section 8-102(a)(9) (“Financial Assets”) of the UCC in effect in the State of New York will be credited; (ii) All securities or other property underlying any Financial Assets credited to any Account shall be registered in the name of the Securities Intermediary, endorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary and in no case will any Financial Asset credited to an Account be registered in the name of the Issuer, payable to the order of the Issuer or specially endorsed to the Issuer; (iii) All property delivered to the Securities Intermediary pursuant to the 2017-1 Servicing Agreement and the Indenture will be promptly notify credited to the applicable Account; (iv) Each item of property (whether investment property, security, instrument or cash) credited to an Account shall be treated as a Financial Asset; (v) If at any time the Securities Intermediary shall receive any order from the Indenture Trustee directing transfer or redemption of any Financial Asset relating to an Account, the Securities Intermediary shall comply with such entitlement order without further consent by the Issuer or the Servicer; (vi) Each Account shall be governed by the laws of the State of New York, regardless of any provision of any other agreement. For purposes of the UCC, New York shall be deemed to be the Securities Intermediary’s jurisdiction and the Accounts (as well as the “securities entitlements” (as defined in Section 8-102(a)(17) of the UCC) related thereto) shall be governed by the laws of the State of New York; (vii) The Securities Intermediary has not entered into, and until termination of the Indenture, will not enter into, any agreement with any other Person relating to the Accounts and/or any Financial Assets credited thereto pursuant to which it has agreed to comply with entitlement orders (as defined in Section 8-102(a)(8) of the UCC) of such other Person and the Securities Intermediary has not entered into, and until the termination of the Indenture will not enter into, any agreement with the Issuer purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders as set forth in Section 2.4; and (viii) Except for the claims and interest of the Indenture Trustee and the Owner Trustee of any change Issuer in the account number or location of the Collection Account. (b) The Servicer shall establishAccounts, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIntermediary knows of no claim to, or interest in, the Accounts or in any Financial Asset credited thereto. If any other Person asserts any Lien, encumbrance, or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) a segregated trust account designated as against the Note Payment Account (Accounts or in any Financial Asset carried therein, the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of Securities Intermediary will promptly notify the Indenture Trustee; provided, however, that the Servicer may make deposits to Noteholders and direct the Issuer thereof. The Indenture Trustee shall possess all right, title and interest in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited all funds on deposit from time to time in the Note Payment Account pursuant to this Agreement Accounts and the Indenture shall be held by the Indenture Trustee as part of the Trust Property in all proceeds thereof, and shall be applied as provided the only Person authorized to originate entitlement orders in this Agreement and therespect of the Accounts.

Accounts. (a) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIndenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at an Eligible Institutionthe Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account. (b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIndenture Trustee) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and thethe Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account. (c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the “CarMax Auto Owner Trust 2019-1 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee in writing of any change in the account number or location of the Certificate Payment Account. (d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period and any Unreimbursed Servicer Advances for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse Unreimbursed Servicer Advance or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer). (e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date.

Accounts. (a) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities [Indenture Trustee][Securities Intermediary]) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, [,] [and] the Certificateholders [and the CertificateholdersSwap Counterparty]. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer maintained at an Eligible Institutionthe [Indenture Trustee][Securities Intermediary], the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account. (b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities [Indenture Trustee][Securities Intermediary]) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer maintained at the [Indenture Trustee][Securities Intermediary], the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account. (c) [The][To the extent that any Definitive Certificates are issued, the] Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the [Indenture Trustee][Securities Intermediary]) a segregated trust account designated as the “CarMax [Auto Owner][Select Receivables] Trust 20[__]-[__] Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. [The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee;] provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer maintained at the [Indenture Trustee][Securities Intermediary], the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Certificate Payment Account. (d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, [and] (ii) the Total Note Interest for each Class of Notes for such Distribution Date, [and] [(iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period] [[and] (iv) all amounts owed to the Swap Counterparty under the Swap Agreement] [and (v) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer], then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, [and] (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full [and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer)]. (e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date. (f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.

Accounts. (a) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIndenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account. (b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIndenture Trustee) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and thethe Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account. (c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the “CarMax Auto Owner Trust 2025-3 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Certificate Payment Account. (d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer). (e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date. (f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.

Accounts. (a) The Servicer Indenture Trustee shall establishestablish and maintain, on or before at all times during the Closing Dateterm of the Indenture, and maintain a 2017-2 Eligible Deposit Account in the name of and under the control of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, Noteholders (said account being called the “2017-2 Exchange Note Collections Account” and being initially identified as “GM Financial 2017-2 Exchange Note Collections Account”). Deposits to and withdrawals from the Certificateholders. The Collection 2017-2 Exchange Note Collections Account shall be made as set forth in the 2017-2 Servicing Agreement, the 2017-2 Exchange Note Supplement and the Indenture. (b) The Indenture Trustee shall establish and maintain, at all times during the term of the Indenture, a 2017-2 Eligible Deposit Account in the name of and under the sole dominion and control of the Indenture Trustee; provided, however, that Trustee for the Servicer may make deposits benefit of the Noteholders (said account being called the “Indenture Collections Account” and being initially identified as “GM Financial 2017-2 Indenture Collections Account”). Deposits to and direct withdrawals from the 2017-2 Indenture Collections Account shall be made as set forth in the 2017-2 Exchange Note Supplement and the Indenture. (c) The Indenture Trustee shall establish and maintain, at all times during the term of the Indenture, a 2017-2 Eligible Deposit Account in the name of and under the control of the Indenture Trustee in writing for the benefit of the Noteholders (said account being called the “Note Payment Account” and being initially identified as “GM Financial 2017-2 Note Payment Account”). Deposits to make and withdrawals from the Collection Note Payment Account shall be made as set forth in the Indenture. (d) The Indenture Trustee shall establish and maintain, at all times during the term of the Indenture, a 2017-2 Eligible Deposit Account in accordance with this Agreement, the name of and under control of the Indenture Trustee for the benefit of the Noteholders (said account being called the “Reserve Account” and the Trust Agreement. being initially identified as “GM Financial 2017-2 Reserve Account”). (e) All monies deposited from time to time in the Collection Account Accounts pursuant to this Agreement 2017-2 Servicing Supplement and the other Program Documents and the Accounts shall be held by the Indenture Trustee as part of the Trust Property Indenture Collateral and shall be applied as provided in this Agreementto the purposes herein and therein provided. All deposits to and withdrawals from the Collection If any Account shall cease to be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.22017-2 Eligible Deposit Account, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and assist the Servicer in any case within ten (10) calendar days or causing such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an institution at which it shall be a 2017-2 Eligible InstitutionDeposit Account. (f) If, at any time, any of the Accounts ceases to be a 2017-2 Eligible Deposit Account, the Servicer shall within thirty (30) days (or such longer period as to which the Rating Agencies rating any securities backed by the related Exchange Note may consent) establish a new Account as a 2017-2 Eligible Deposit Account and shall transfer any cash and/or any investments on deposit or credited to such earlier existing Account into such new Account. (g) The Indenture Trustee or other Person holding the Accounts shall be the “Securities Intermediary” with respect to the Accounts. If the Securities Intermediary in respect of the Accounts is not the Indenture Trustee, the Servicer shall obtain the express agreement of such Person to the obligations of the Securities Intermediary set forth in this Section 2.3(g). The Servicer Securities Intermediary agrees that: (i) Each of the Accounts is an account to which “financial assets” within the meaning of Section 8-102(a)(9) (“Financial Assets”) of the UCC in effect in the State of New York will be credited; (ii) All securities or other property underlying any Financial Assets credited to any Account shall be registered in the name of the Securities Intermediary, endorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary and in no case will any Financial Asset credited to an Account be registered in the name of the Issuer, payable to the order of the Issuer or specially endorsed to the Issuer; (iii) All property delivered to the Securities Intermediary pursuant to the 2017-2 Servicing Agreement and the Indenture will be promptly notify credited to the applicable Account; (iv) Each item of property (whether investment property, security, instrument or cash) credited to an Account shall be treated as a Financial Asset; (v) If at any time the Securities Intermediary shall receive any order from the Indenture Trustee directing transfer or redemption of any Financial Asset relating to an Account, the Securities Intermediary shall comply with such entitlement order without further consent by the Issuer or the Servicer; (vi) Each Account shall be governed by the laws of the State of New York, regardless of any provision of any other agreement. For purposes of the UCC, New York shall be deemed to be the Securities Intermediary’s jurisdiction and the Accounts (as well as the “securities entitlements” (as defined in Section 8-102(a)(17) of the UCC) related thereto) shall be governed by the laws of the State of New York; (vii) The Securities Intermediary has not entered into, and until termination of the Indenture, will not enter into, any agreement with any other Person relating to the Accounts and/or any Financial Assets credited thereto pursuant to which it has agreed to comply with entitlement orders (as defined in Section 8-102(a)(8) of the UCC) of such other Person and the Securities Intermediary has not entered into, and until the termination of the Indenture will not enter into, any agreement with the Issuer purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders as set forth in Section 2.4; and (viii) Except for the claims and interest of the Indenture Trustee and the Owner Trustee of any change Issuer in the account number or location of the Collection Account. (b) The Servicer shall establishAccounts, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIntermediary knows of no claim to, or interest in, the Accounts or in any Financial Asset credited thereto. If any other Person asserts any Lien, encumbrance, or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) a segregated trust account designated as against the Note Payment Account (Accounts or in any Financial Asset carried therein, the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of Securities Intermediary will promptly notify the Indenture Trustee; provided, however, that the Servicer may make deposits to Noteholders and direct the Issuer thereof. The Indenture Trustee shall possess all right, title and interest in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited all funds on deposit from time to time in the Note Payment Account pursuant to this Agreement Accounts and the Indenture shall be held by the Indenture Trustee as part of the Trust Property in all proceeds thereof, and shall be applied as provided the only Person authorized to originate entitlement orders in this Agreement and therespect of the Accounts.

Accounts. (a) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIndenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at an Eligible Institutionthe Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account. (b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIndenture Trustee) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and thethe Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account. (c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the “CarMax Auto Owner Trust 2017-4 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee in writing of any change in the account number or location of the Certificate Payment Account. (d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period and any Unreimbursed Servicer Advances for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that amounts withdrawn from the Reserve Account will not be used to reimburse Unreimbursed Servicer Advance or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer). (e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date.

Accounts. (a) The Servicer shall establishshall, on or before prior to the Closing Date, establish and maintain a segregated trust account in the name of the Indenture Trustee Trustee, at an Eligible a Qualified Institution or Qualified Trust Institution (which shall initially be the Securities Intermediary) a segregated corporate trust account department of Bank of Tokyo-Mitsubishi Trust Company), which shall be designated as the Collection Account (the “"Collection Account”). ." The Collection Account shall be held in trust for the benefit of the Noteholders, Noteholders and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with the terms of this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All all deposits to and withdrawals from the Collection Account therefrom shall be made only upon the terms and conditions of the Transaction Basic Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.24.2(a), all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account Account, in Permitted Investments that mature not later than the Business Day preceding immediately prior to the Distribution Payment Date following for the Collection Period during to which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All amounts relate and such Permitted Investments shall be held to maturity. If All interest and other income (net of losses and investment expenses) on funds on deposit in the Collection Account shall be withdrawn from the Collection Account at the written direction of the Servicer and shall be deposited in the Certificate Distribution Account. In the event that the Collection Account is no longer to be maintained at an Eligible Institutionthe corporate trust department of Bank of Tokyo-Mitsubishi Trust Company, the Servicer shall, with the Indenture Trustee’s 's or Owner Trustee's assistance as necessary, promptly cause the Collection Account to be moved to a Qualified Institution or a Qualified Trust Institution within 10 Business Days (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) 30 calendar days as to which each Rating Agency shall may consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account). (b) The Servicer shall establishshall, on or before prior to the Closing Date, establish and maintain a segregated trust account in the name of the Indenture Trustee, at a Qualified Institution or Qualified Trust Institution (which shall initially be the corporate trust department of Bank of Tokyo-Mitsubishi Trust Company), which shall be designated as the "Pre-Funding Account." The Pre-Funding Account shall be held in trust for the benefit of the Noteholders and the Certificateholders. The Pre-Funding Account shall be under the sole dominion and control of the Indenture Trustee; provided, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Pre-Funding Account in accordance with the terms of this Agreement and the other Basic Documents. All monies deposited from time to time in the Pre-Funding Account shall be held by the Indenture Trustee as part of the Trust Property and all deposits to and withdrawals therefrom shall be made only upon the terms and conditions of the Basic Documents. All amounts held in the Pre-Funding Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Pre-Funding Account, in Permitted Investments that mature not later than the Business Day immediately prior to each Payment Date and such Permitted Investments shall be held until maturity. On the Business Day preceding each Payment Date, the Servicer shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account for deposit to the Collection Account on such date an amount equal to the Pre-Funding Account Investment Earnings, if any, for the related Collection Period. In the event that the Pre-Funding Account is no longer to be maintained at the corporate trust department of Bank of Tokyo-Mitsubishi Trust Company, the Servicer shall, with the Indenture Trustee's or Owner Trustee's assistance as necessary, cause the Pre-Funding Account to be moved to a Qualified Institution or a Qualified Trust Institution within 10 Business Days (or such longer period not to exceed 30 calendar days as to which each Rating Agency may consent). With respect to any amounts, securities, investments, financial assets and other property deposited in or credited to the Pre-Funding Account: (i) any such property that is a "financial asset" as defined in Section 8-102(a)(9) of the Relevant UCC shall be physically delivered to, or credited to an account in the name of, the Qualified Institution or Qualified Trust Institution maintaining the Pre-Funding Account, as applicable, in accordance with such institution's customary procedures such that such institution establishes a "securities entitlement" in favor of the Indenture Trustee with respect thereto; (ii) any such property that is held in deposit accounts shall be held solely in the name of the Indenture Trustee at an Eligible one or more depository institutions having the Required Rating and each such deposit account shall be subject to the exclusive custody and control of the Indenture Trustee, and the Indenture Trustee shall have sole signature authority with respect thereto; and (iii) except for any deposit accounts specified in clause (ii) above, the Pre-Funding Account shall only be invested in securities or in other assets which the Qualified Institution or Qualified Trust Institution maintaining the Pre-Funding Account, as applicable, agrees to treat as "financial assets" as defined in Section 8-102(a)(9) of the Relevant UCC. (c) The Servicer shall, prior to the Closing Date, establish and maintain a segregated trust account in the name of the Indenture Trustee, at a Qualified Institution or Qualified Trust Institution (which shall initially be the Securities Intermediarycorporate trust department of Bank of Tokyo-Mitsubishi Trust Company), which shall be designated as the "Negative Carry Account." The Negative Carry Account shall be held in trust for the exclusive benefit of the Noteholders. The Negative Carry Account shall be under the sole dominion and control of the Indenture Trustee; provided, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Negative Carry Account in accordance with the terms of this Agreement and the other Basic Documents. All monies deposited from time to time in the Negative Carry Account shall be held by the Indenture Trustee as part of the Trust Property and all deposits to and withdrawals therefrom shall be made only upon the terms and conditions of the Basic Documents. All amounts held in the Negative Carry Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Negative Carry Account, in Permitted Investments that mature not later than the Business Day immediately prior to each Payment Date and such Permitted Investments shall be held until maturity. All interest and other income (net of losses and investment expenses) on funds on deposit in the Negative Carry Account shall be withdrawn from the Negative Carry Account for deposit to the Collection Account or release to the Seller at the time and in the manner provided in Section 4.12. In the event that the Negative Carry Account is no longer to be maintained at the corporate trust department of Bank of Tokyo-Mitsubishi Trust Company, the Servicer shall, with the Indenture Trustee's or Owner Trustee's assistance as necessary, cause the Negative Carry Account to be moved to a Qualified Institution or a Qualified Trust Institution within 10 Business Days (or such longer period not to exceed 30 calendar days as to which each Rating Agency may consent). With respect to any amounts, securities, investments, financial assets and other property deposited in or credited to the Negative Carry Account: (i) any such property that is a "financial asset" as defined in Section 8-102(a)(9) of the Relevant UCC shall be physically delivered to, or credited to an account in the name of, the Qualified Institution or Qualified Trust Institution maintaining the Negative Carry Account, as applicable, in accordance with such institution's customary procedures such that such institution establishes a "securities entitlement" in favor of the Indenture Trustee with respect thereto; (ii) any such property that is held in deposit accounts shall be held solely in the name of the Indenture Trustee at one or more depository institutions having the Required Rating and each such deposit account shall be subject to the exclusive custody and control of the Indenture Trustee and the Indenture Trustee shall have sole signature authority with respect thereto; and except for any deposit accounts specified in clause (ii) above, the Negative Carry Account shall only be invested in securities or in other assets which the Qualified Institution or Qualified Trust Institution maintaining the Negative Carry Account, as applicable, agrees to treat as "financial assets" as defined in Section 8-102(a)(9) of the Relevant UCC. (d) The Servicer shall, prior to the Closing Date, establish and maintain a segregated trust account in the name of the Indenture Trustee at a Qualified Institution or Qualified Trust Institution (which shall initially be the corporate trust department of Bank of Tokyo-Mitsubishi Trust Company), which shall be designated as the Note Payment Account (the “"Note Payment Account”). ." The Note Payment Account shall be held in trust for the exclusive benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and thethe Indenture. In the event that the Note Payment Account is no longer to be maintained at the corporate trust department of Bank of Tokyo-Mitsubishi Trust Company, the Servicer shall, with the Indenture Trustee's assistance as necessary, cause the Note Payment Account to be moved to a Qualified Institution or a Qualified Trust Institution within 10 Business Days (or such longer period not to exceed 30 calendar days as to which each Rating Agency may consent). (e) The Servicer shall, prior to the Closing Date, establish and maintain a segregated trust account in the name of the Trust at a Qualified Institution or Qualified Trust Institution (which shall initially be Wilmington Trust Company), which shall be designated as the "Certificate Distribution Account." Except as provided in the Trust Agreement, the Certificate Distribution Account shall be held in trust for the benefit of the Certificateholders. The Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee; provided that the Indenture Trustee may make deposits to such account in accordance with the directions of the Servicer pursuant to this Agreement and the Indenture. All monies deposited from time to time in the Certificate Distribution Account pursuant to this Agreement and the Indenture shall be held by the Owner Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Trust Agreement. In the event that the Certificate Distribution Account is no longer to be maintained at Wilmington Trust Company, the Servicer shall, with the Owner Trustee's assistance as necessary, cause the Certificate Distribution Account to be moved to a Qualified Institution or a Qualified Trust Institution within 10 Business Days (or such longer period not to exceed 30 calendar days as to which each Rating Agency may consent) and shall promptly notify the Indenture Trustee of the account number and location of such account. (f) The Servicer shall, prior to the Closing Date, establish and maintain a segregated trust account in the name of the Indenture Trustee at a Qualified Institution or Qualified Trust Institution (which shall initially be the corporate trust department of Bank of Tokyo-Mitsubishi Trust Company), which shall be designated as the "Payahead Account." The Payahead Account shall be held in trust for the benefit of the Noteholders and the Certificateholders. The Payahead Account shall be under the sole dominion and control of the Indenture Trustee provided, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Payahead Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Payahead Account shall be held by the Indenture Trustee as part of the Trust Property and all deposits to and withdrawals therefrom shall be made only upon the terms and conditions of the Basic Documents. On the Closing Date, the Seller shall deposit an amount equal to the Initial Payahead Account Deposit into the Payahead Account from the net proceeds of the sale of the Notes and the Certificates. On each Subsequent Transfer Date, the Servicer shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account and deposit to the Payahead Account an amount equal to the applicable Subsequent Payahead Account Deposit. If the Servicer is required to remit collections pursuant to the first sentence of Section 4.2(a), all amounts held in the Payahead Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Payahead Account, in Permitted Investments that mature not later than the Business Day immediately prior to the Payment Date for the Collection Period to which such amounts relate and such Permitted Investments shall be held to maturity. All interest and other income (net of losses and investment expenses) on funds on deposit in the Payahead Account shall be withdrawn from the Payahead Account at the direction of the Servicer and shall be paid to the Servicer as additional servicing compensation. In the event that the Payahead Account is no longer to be maintained at the corporate trust department of Bank of Tokyo-Mitsubishi Trust Company, the Servicer shall, with the Indenture Trustee's or Owner Trustee's assistance as necessary, cause the Payahead Account to be moved to a Qualified Institution or a Qualified Trust Institution within 10 Business Days (or such longer period not to exceed 30 calendar days as to which each Rating Agency may consent). (g) Notwithstanding the provisions of clause (g) above, for so long as (i) MMCA is the Servicer, (ii) the rating of MMCA's short-term unsecured debt is at least "Prime-1" by Moody's, at least "A-1" by S&P and at least "F1" by Fitch Rating▇ ▇▇▇ (iii) no Events of Servicing Termination shall have occurred (each, a "Monthly Remittance Condition"), Payaheads need not be remitted to and deposited in the Payahead Account but instead may be remitted to and held by the Servicer. So long as such Monthly Remittance Conditions are met, the Servicer shall not be required to segregate or otherwise hold separate any Payaheads remitted to the Servicer as aforesaid but shall be required to remit Payaheads to the Collection Account in accordance with Section 4.6(a)(i). At all times as such Monthly Remittance Conditions are not met, the Servicer shall deposit in the Payahead Account the amount of any Payaheads then held or received by it. Notwithstanding the foregoing, if a Monthly Remittance Condition is not satisfied, the Servicer may utilize, with respect to Payaheads, an alternative remittance schedule (which may include the remittance schedule utilized by the Servicer before the Monthly Remittance Condition became unsatisfied), if the Servicer provides to the Owner Trustee and the Indenture Trustee written confirmation from the Rating Agencies that such alternative remittance schedule will not result in the downgrading or withdrawal by the Rating Agencies of the ratings t

Accounts. (a) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at an Eligible Institutionthe Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account. (b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and thethe Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account. (c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the “CarMax Auto Owner Trust 2024-2 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Certificate Payment Account. (d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer). (e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date. (f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.

Accounts. (a) The Servicer Indenture Trustee shall establishestablish and maintain, on or before at all times during the Closing Dateterm of the Indenture, and maintain a 20 - Eligible Deposit Account in the name of and under the control of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, Noteholders (said account being called the “20 - Exchange Note Collections Account” and being initially identified as “GM Financial 20 - Exchange Note Collections Account”). Deposits to and withdrawals from the Certificateholders. The Collection 20 - Exchange Note Collections Account shall be made as set forth in the 20 - Servicing Agreement, the 20 - Exchange Note Supplement and the Indenture. (b) The Indenture Trustee shall establish and maintain, at all times during the term of the Indenture, a 20 - Eligible Deposit Account in the name of and under the sole dominion and control of the Indenture Trustee; provided, however, that Trustee for the Servicer may make deposits benefit of the Noteholders (said account being called the “Indenture Collections Account” and being initially identified as “GM Financial 20 - Indenture Collections Account”). Deposits to and direct withdrawals from the 20 - Indenture Collections Account shall be made as set forth in the 20 - Exchange Note Supplement and the Indenture. (c) The Indenture Trustee shall establish and maintain, at all times during the term of the Indenture, a 20 - Eligible Deposit Account in the name of and under the control of the Indenture Trustee in writing for the benefit of the Noteholders (said account being called the “Note Payment Account” and being initially identified as “GM Financial 20 - Note Payment Account”). Deposits to make and withdrawals from the Collection Note Payment Account shall be made as set forth in accordance with this Agreement, the Indenture and the Trust Note Purchase Agreement. . (d) The Indenture Trustee shall establish and maintain, at all times during the term of the Indenture, a 20 - Eligible Deposit Account in the name of and under control of the Indenture Trustee for the benefit of the Noteholders (said account being called the “Reserve Account” and being initially identified as “GM Financial 20 - Reserve Account”). (e) [Upon receipt by the Issuer of a Swap Termination Payment, the Indenture Trustee, on behalf of the Noteholders, shall establish and maintain a 20 - Eligible Deposit Account (the “Swap Termination Account”), bearing a designation clearly indicating that funds deposited therein are held for the benefit of the Indenture Trustee on behalf of the Noteholders.] (f) [The Indenture Trustee shall establish and maintain, at all times during the Revolving Period, a 20 - Eligible Deposit Account in the name of and under control of the Indenture Trustee for the benefit of the Noteholders (said account being called the “Revolving Account” and being initially identified as “GM Financial 20 - Revolving Account”.] (g) [The Indenture Trustee shall establish and maintain, at all times during the Pre-Funding Period, a 20 - Eligible Deposit Account in the name of and under control of the Indenture Trustee for the benefit of the Noteholders (said account being called the “Pre-Funding Account” and being initially identified as “GM Financial 20 - Pre-Funding Account”.] (h) All monies deposited from time to time in the Collection Account Accounts pursuant to this Agreement 20 - Servicing Supplement and the other Program Documents and the Accounts shall be held by the Indenture Trustee as part of the Trust Property Indenture Collateral and shall be applied as provided in this Agreementto the purposes herein and therein provided. All deposits to and withdrawals from the Collection If any Account shall cease to be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2an Eligible Deposit Account, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and assist the Servicer in any case within ten (10) calendar days or causing such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an institution at which it shall be an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Deposit Account. (bi) If, at any time, any of the Accounts ceases to be a 20 - Eligible Deposit Account, the Servicer shall within thirty (30) days (or such longer period as to which the Rating Agencies rating any securities backed by the related Exchange Note may consent) establish a new Account as a 20 - Eligible Deposit Account and shall transfer any cash and/or any investments on deposit in or credited to such earlier existing Account into such new Account. (j) The Servicer Indenture Trustee or other Person holding the Accounts shall establish, on or before be the Closing Date, and maintain “Securities Intermediary” with respect to the Accounts. If the Securities Intermediary in the name respect of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of Accounts is not the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct shall obtain the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and theexpress agreement of

Accounts. (a) The Servicer Indenture Trustee shall establishestablish and maintain, on or before at all times during the Closing Dateterm of the Indenture, and maintain a 2020-1 Eligible Deposit Account in the name of and under the control of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, Noteholders (said account being called the “2020-1 Exchange Note Collections Account” and being initially identified as “GM Financial 2020-1 Exchange Note Collections Account”). Deposits to and withdrawals from the Certificateholders. The Collection 2020-1 Exchange Note Collections Account shall be made as set forth in the 2020-1 Servicing Agreement, the 2020-1 Exchange Note Supplement and the Indenture. (b) The Indenture Trustee shall establish and maintain, at all times during the term of the Indenture, a 2020-1 Eligible Deposit Account in the name of and under the sole dominion and control of the Indenture Trustee; provided, however, that Trustee for the Servicer may make deposits benefit of the Noteholders (said account being called the “Indenture Collections Account” and being initially identified as “GM Financial 2020-1 Indenture Collections Account”). Deposits to and direct withdrawals from the 2020-1 Indenture Collections Account shall be made as set forth in the 2020-1 Exchange Note Supplement and the Indenture. (c) The Indenture Trustee shall establish and maintain, at all times during the term of the Indenture, a 2020-1 Eligible Deposit Account in the name of and under the control of the Indenture Trustee in writing for the benefit of the Noteholders (said account being called the “Note Payment Account” and being initially identified as “GM Financial 2020-1 Note Payment Account”). Deposits to make and withdrawals from the Collection Note Payment Account shall be made as set forth in the Indenture. (d) The Indenture Trustee shall establish and maintain, at all times during the term of the Indenture, a 2020-1 Eligible Deposit Account in accordance with this Agreement, the name of and under control of the Indenture Trustee for the benefit of the Noteholders (said account being called the “Reserve Account” and the Trust Agreement. being initially identified as “GM Financial 2020-1 Reserve Account”). (e) All monies deposited from time to time in the Collection Account Accounts pursuant to this Agreement 2020-1 Servicing Supplement and the other Program Documents and the Accounts shall be held by the Indenture Trustee as part of the Trust Property Indenture Collateral and shall be applied as provided in this Agreementto the purposes herein and therein provided. All deposits to and withdrawals from the Collection If any Account shall cease to be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.22020-1 Eligible Deposit Account, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and assist the Servicer in any case within ten (10) calendar days or causing such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an institution at which it shall be a 2020-1 Eligible InstitutionDeposit Account. (f) If, at any time, any of the Accounts ceases to be a 2020-1 Eligible Deposit Account, the Servicer shall within thirty (30) days (or such longer period as to which the Rating Agencies rating any securities backed by the related Exchange Note may consent) establish a new Account as a 2020-1 Eligible Deposit Account and shall transfer any cash and/or any investments on deposit or credited to such earlier existing Account into such new Account. (g) The Indenture Trustee or other Person holding the Accounts shall be the “Securities Intermediary” with respect to the Accounts. If the Securities Intermediary in respect of the Accounts is not the Indenture Trustee, the Servicer shall obtain the express agreement of such Person to the obligations of the Securities Intermediary set forth in this Section 2.3(g). The Servicer Securities Intermediary agrees that: (i) Each of the Accounts is an account to which “financial assets” within the meaning of Section 8-102(a)(9) (“Financial Assets”) of the UCC in effect in the State of New York will be credited; (ii) All securities or other property underlying any Financial Assets credited to any Account shall be registered in the name of the Securities Intermediary, endorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary and in no case will any Financial Asset credited to an Account be registered in the name of the Issuer, payable to the order of the Issuer or specially endorsed to the Issuer; (iii) All property delivered to the Securities Intermediary pursuant to the 2020-1 Servicing Agreement and the Indenture will be promptly notify credited to the applicable Account; (iv) Each item of property (whether investment property, security, instrument or cash) credited to an Account shall be treated as a Financial Asset; (v) If at any time the Securities Intermediary shall receive any order from the Indenture Trustee directing transfer or redemption of any Financial Asset relating to an Account, the Securities Intermediary shall comply with such entitlement order without further consent by the Issuer or the Servicer; (vi) Each Account shall be governed by the laws of the State of New York, regardless of any provision of any other agreement. For purposes of the UCC, New York shall be deemed to be the Securities Intermediary’s jurisdiction and the Accounts (as well as the “securities entitlements” (as defined in Section 8-102(a)(17) of the UCC) related thereto) shall be governed by the laws of the State of New York; (vii) The Securities Intermediary has not entered into, and until termination of the Indenture, will not enter into, any agreement with any other Person relating to the Accounts and/or any Financial Assets credited thereto pursuant to which it has agreed to comply with entitlement orders (as defined in Section 8-102(a)(8) of the UCC) of such other Person and the Securities Intermediary has not entered into, and until the termination of the Indenture will not enter into, any agreement with the Issuer purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders as set forth in Section 2.4; and (viii) Except for the claims and interest of the Indenture Trustee and the Owner Trustee of any change Issuer in the account number or location of the Collection Account. (b) The Servicer shall establishAccounts, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIntermediary knows of no claim to, or interest in, the Accounts or in any Financial Asset credited thereto. If any other Person asserts any Lien, encumbrance, or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) a segregated trust account designated as against the Note Payment Account (Accounts or in any Financial Asset carried therein, the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of Securities Intermediary will promptly notify the Indenture Trustee; provided, however, that the Servicer may make deposits to Noteholders and direct the Issuer thereof. The Indenture Trustee shall possess all right, title and interest in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited all funds on deposit from time to time in the Note Payment Account pursuant to this Agreement Accounts and the Indenture shall be held by the Indenture Trustee as part of the Trust Property in all proceeds thereof, and shall be applied as provided the only Person authorized to originate entitlement orders in this Agreement and therespect of the Accounts.

Accounts. (a) The Servicer shall establish, on or before the Closing Date, and prior to the payment in full of the principal of and interest on the Notes, maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIndenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”). The Prior to the payment in full of the principal of and interest on the Notes, the Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. Following payment in full of the principal of and interest on the Notes, the Collection Account shall be maintained in the name of the Issuer at an Eligible Institution and held in trust for the benefit of the Certificateholders. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property Estate and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account. On the Distribution Date on which the Notes have been paid in full (other than in connection with the Servicer’s exercise of its optional purchase right), the Indenture Trustee will take all necessary or appropriate actions, as directed by the Issuer and at no expense to the Indenture Trustee, the Grantor Trust Trustee or the Owner Trustee, to transfer all of its right, title and interest in the Collection Account (including any investments and investment income) to the Paying Agent for the benefit of the Certificateholders. Following such transfer, the Collection Account will be maintained under the sole dominion and control of the Paying Agent for the benefit of the Certificateholders and the Paying Agent will make distributions from the Collection Account. (b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIndenture Trustee) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property Estate and shall be applied as provided in this Agreement and thethe Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account. (c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the “CarMax Select Receivables Trust 2025-B Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Estate and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Certificate Payment Account. (d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xiii) of the Indenture, and (ii) for purposes of Section 2.8(a)(xiv) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full). (e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date. (f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.

Accounts. (a) The Servicer Trust shall establish, or shall cause to be established, on or before the Closing Date, and shall maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIndenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, Insurer and the Certificateholders. The Collection Account Noteholders and shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture Agreement and the Trust AgreementIndenture. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis within two (2) Business Days pursuant to the first sentence of Section 4.23.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Eligible Investments that mature not later than the Business Day preceding the Distribution Payment Date following the Collection Period during to which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturityamounts relate. If the Collection Account is no longer to be maintained at an Eligible Institutionthe Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case cause the Collection Account to be moved to an Eligible Institution within ten (10) calendar days Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency and the Insurer (provided that no Insurer Default shall have occurred and is continuing) may consent) cause the Collection Account to be moved to an Eligible Institution). The Servicer shall promptly notify the Indenture Trustee Trustee, the Rating Agencies, the Insurer (provided that no Insurer Default shall have occurred and is continuing) and the Owner Trustee of any change in the account number or location of the Collection Account. (b) The Servicer Trust shall establish, or shall cause to be established, on or before the Closing Date, and shall maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIndenture Trustee) the following note payment accounts: (i) a segregated trust account designated as the Class A Note Payment Account (the “Class A Note Payment Account”). The Class A Note Payment Account shall be held in trust for the benefit of the NoteholdersClass A Noteholders and the Insurer. The Class A Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Class A Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Class A Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and thethe Indenture. The amounts on deposit in the Class A Note Payment Account shall not be invested. If the Class A Note Payment Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, cause the Class A Note Payment Account to be moved to an Eligible Institution within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency and the Insurer (provided that no Insurer Default shall have occurred and is continuing) may consent). The Servicer shall promptly notify the Indenture Trustee, the Rating Agencies, the Insurer and the Owner Trustee of any change in the account number or location of the Class A Note Payment Account; and

Accounts. (a) The Servicer Indenture Trustee shall establishestablish and maintain, on or before at all times during the Closing Dateterm of the Indenture, and maintain a 2020-3 Eligible Deposit Account in the name of and under the control of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, Noteholders (said account being called the “2020-3 Exchange Note Collections Account” and being initially identified as “GM Financial 2020-3 Exchange Note Collections Account”). Deposits to and withdrawals from the Certificateholders. The Collection 2020-3 Exchange Note Collections Account shall be made as set forth in the 2020-3 Servicing Agreement, the 2020-3 Exchange Note Supplement and the Indenture. (b) The Indenture Trustee shall establish and maintain, at all times during the term of the Indenture, a 2020-3 Eligible Deposit Account in the name of and under the sole dominion and control of the Indenture Trustee; provided, however, that Trustee for the Servicer may make deposits benefit of the Noteholders (said account being called the “Indenture Collections Account” and being initially identified as “GM Financial 2020-3 Indenture Collections Account”). Deposits to and direct withdrawals from the 2020-3 Indenture Collections Account shall be made as set forth in the 2020-3 Exchange Note Supplement and the Indenture. (c) The Indenture Trustee shall establish and maintain, at all times during the term of the Indenture, a 2020-3 Eligible Deposit Account in the name of and under the control of the Indenture Trustee in writing for the benefit of the Noteholders (said account being called the “Note Payment Account” and being initially identified as “GM Financial 2020-3 Note Payment Account”). Deposits to make and withdrawals from the Collection Note Payment Account shall be made as set forth in the Indenture. (d) The Indenture Trustee shall establish and maintain, at all times during the term of the Indenture, a 2020-3 Eligible Deposit Account in accordance with this Agreement, the name of and under control of the Indenture Trustee for the benefit of the Noteholders (said account being called the “Reserve Account” and the Trust Agreement. being initially identified as “GM Financial 2020-3 Reserve Account”). (e) All monies deposited from time to time in the Collection Account Accounts pursuant to this Agreement 2020-3 Servicing Supplement and the other Program Documents and the Accounts shall be held by the Indenture Trustee as part of the Trust Property Indenture Collateral and shall be applied as provided in this Agreementto the purposes herein and therein provided. All deposits to and withdrawals from the Collection If any Account shall cease to be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.22020-3 Eligible Deposit Account, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and assist the Servicer in any case within ten (10) calendar days or causing such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an institution at which it shall be a 2020-3 Eligible InstitutionDeposit Account. (f) If, at any time, any of the Accounts ceases to be a 2020-3 Eligible Deposit Account, the Servicer shall within thirty (30) days (or such longer period as to which the Rating Agencies rating any securities backed by the related Exchange Note may consent) establish a new Account as a 2020-3 Eligible Deposit Account and shall transfer any cash and/or any investments on deposit or credited to such earlier existing Account into such new Account. (g) The Indenture Trustee or other Person holding the Accounts shall be the “Securities Intermediary” with respect to the Accounts. If the Securities Intermediary in respect of the Accounts is not the Indenture Trustee, the Servicer shall obtain the express agreement of such Person to the obligations of the Securities Intermediary set forth in this Section 2.3(g). The Servicer Securities Intermediary agrees that: (i) Each of the Accounts is an account to which “financial assets” within the meaning of Section 8-102(a)(9) (“Financial Assets”) of the UCC in effect in the State of New York will be credited; (ii) All securities or other property underlying any Financial Assets credited to any Account shall be registered in the name of the Securities Intermediary, endorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary and in no case will any Financial Asset credited to an Account be registered in the name of the Issuer, payable to the order of the Issuer or specially endorsed to the Issuer; (iii) All property delivered to the Securities Intermediary pursuant to the 2020-3 Servicing Agreement and the Indenture will be promptly notify credited to the applicable Account; (iv) Each item of property (whether investment property, security, instrument or cash) credited to an Account shall be treated as a Financial Asset; (v) If at any time the Securities Intermediary shall receive any order from the Indenture Trustee directing transfer or redemption of any Financial Asset relating to an Account, the Securities Intermediary shall comply with such entitlement order without further consent by the Issuer or the Servicer; (vi) Each Account shall be governed by the laws of the State of New York, regardless of any provision of any other agreement. For purposes of the UCC, New York shall be deemed to be the Securities Intermediary’s jurisdiction and the Accounts (as well as the “securities entitlements” (as defined in Section 8-102(a)(17) of the UCC) related thereto) shall be governed by the laws of the State of New York; (vii) The Securities Intermediary has not entered into, and until termination of the Indenture, will not enter into, any agreement with any other Person relating to the Accounts and/or any Financial Assets credited thereto pursuant to which it has agreed to comply with entitlement orders (as defined in Section 8-102(a)(8) of the UCC) of such other Person and the Securities Intermediary has not entered into, and until the termination of the Indenture will not enter into, any agreement with the Issuer purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders as set forth in Section 2.4; and (viii) Except for the claims and interest of the Indenture Trustee and the Owner Trustee of any change Issuer in the account number or location of the Collection Account. (b) The Servicer shall establishAccounts, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIntermediary knows of no claim to, or interest in, the Accounts or in any Financial Asset credited thereto. If any other Person asserts any Lien, encumbrance, or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) a segregated trust account designated as against the Note Payment Account (Accounts or in any Financial Asset carried therein, the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of Securities Intermediary will promptly notify the Indenture Trustee; provided, however, that the Servicer may make deposits to Noteholders and direct the Issuer thereof. The Indenture Trustee shall possess all right, title and interest in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited all funds on deposit from time to time in the Note Payment Account pursuant to this Agreement Accounts and the Indenture shall be held by the Indenture Trustee as part of the Trust Property in all proceeds thereof, and shall be applied as provided the only Person authorized to originate entitlement orders in this Agreement and therespect of the Accounts.

Accounts. (a) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIndenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account. (b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIndenture Trustee) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and thethe Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account. (c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the “CarMax Auto Owner Trust 2025-4 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Certificate Payment Account. (d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer). (e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date. (f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.

Accounts. (a) The Within two Business Days following the Effective Date, the Servicer shall establish, on or before the Closing Date, and maintain establish each Account in the name of the Indenture Trustee at an Eligible Institution (which Borrower and each Account shall initially be a segregated, non-interest bearing trust account established with the Securities Intermediary) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account , who shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals forward funds from the Collection Account to the Collateral Agent upon its request for application by the Collateral Agent pursuant to Section 8.3 and the applicable Monthly Report. If at any time a Responsible Officer of the Collateral Agent obtains actual knowledge that any Account ceases to be an Eligible Account (with notice to the Servicer, each Agent and the Facility Agent), then the Servicer shall transfer such account to another institution such that such account shall meet the requirements of an Eligible Account. Except as set forth below, amounts on deposit in the Unfunded Exposure Account may be withdrawn by the Borrower or the Servicer (i) to fund any draw requests of the relevant Obligors under any Variable Funding Asset included in the Collateral as of such date, or (ii) to make a deposit into the Collection Account as Principal Collections if, after giving effect to such withdrawal, the aggregate amount on deposit in the Unfunded Exposure Account plus, solely during the Revolving Period, the undrawn portion of the Commitments available to be drawn hereunder, is equal to or greater than the Aggregate Unfunded Amount. Following the Facility Termination Date, any draw request made by an Obligor under a Variable Funding Asset included in the Collateral as of such date, along with wiring instructions for the applicable Obligor, shall be forwarded by the Servicer to the Collateral Agent (with a copy to the Facility Agent and each Agent) along with an instruction to the Collateral Agent to withdraw the applicable amount from the Unfunded Exposure Account and a certification that the conditions to fund such draw are satisfied, and the Collateral Agent shall fund such draw request in accordance with this Agreementsuch instructions from the Servicer. Following the end of the Revolving Period, if the Borrower shall receive any Principal Collections from an Obligor with respect to a Variable Funding Asset included in the Collateral as of such date and, as of the date of such receipt (and after taking into account such repayment), the Indenture aggregate amount on deposit in the Unfunded Exposure Account is less than the Aggregate Unfunded Amount (the amount of such shortfall, in each case, the “Unfunded Exposure Shortfall”), the Servicer shall direct the Collateral Agent to and the Trust Agreement. All monies deposited from time to time in Collateral Agent shall deposit into the Collection Unfunded Exposure Account pursuant to this Agreement shall be held by the Indenture Trustee as part an amount of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant such Principal Collections equal to the first sentence lesser of Section 4.2, all (a) the aggregate amount of such Principal Collections and (b) the Unfunded Exposure Shortfall. (b) All amounts held in the Collection any Account shall, to the extent permitted by applicable law, rules and regulationsApplicable Laws, be investedinvested by the Collateral Agent, as directed by the Servicer in writing by (or, if the ServicerServicer fails to provide such direction, by the bank or trust company then maintaining the Collection Account such amounts shall remain uninvested), in Permitted Investments that mature (i) with respect to the Collection Account, not later than the one Business Day preceding prior to the Distribution Date following for the Collection Period during to which such amounts relate and (ii) with respect to the Unfunded Exposure Account, on the immediately following Business Day. Any such written direction shall certify that any such investment is madeauthorized by this Section 8.1. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such in Permitted Investments shall be held to maturity. If the Collection Account is no longer maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account. (b) The Servicer shall establish, on or before the Closing Date, and maintain made in the name of the Indenture Trustee at an Eligible Institution Collateral Agent on behalf of the Secured Parties, and, except as specifically required below, such investments shall not be sold or disposed of prior to their maturity. If any amounts are needed for disbursement from the Collection Account and sufficient uninvested funds are not available therein to make such disbursement, the Collateral Agent shall cause to be sold or otherwise converted to cash a sufficient amount of the investments in such account to make such disbursement in accordance with and upon the written direction of the Servicer or, if the Servicer shall fail to give such direction, the Facility Agent. The Collateral Agent shall, upon written request, provide the Facility Agent with all information in its possession regarding transfer into and out of the Collection Account (which including, but not limited to, the identity of the counterparty making or receiving such transfer). In no event shall initially the Collateral Agent be liable for the selection of any investments or any losses in connection therewith, or for any failure of the Servicer or the Facility Agent, as applicable, to timely provide investment instructions or disposition instructions, as applicable, to the Securities Intermediary. The Collateral Agent or the Collateral Custodian and their respective Affiliates shall be permitted to receive additional compensation that could be deemed to be in the Collateral Agent’s or the Collateral Custodian’s economic self-interest for (i) a segregated trust account designated serving as investment adviser, administrator, shareholder, servicing agent, custodian or sub-custodian with respect to certain of the Note Payment Permitted Investments, (ii) using affiliates to effect transactions in certain Permitted Investments, and (iii) effecting transactions in certain investments. Such compensation shall not be considered an amount that is reimbursable or payable pursuant to this Agreement. (c) Neither the Borrower nor the Servicer shall have any rights of direction or withdrawal, with respect to amounts held in any Account, except to the extent explicitly set forth herein (including the withdrawal rights for the Unfunded Exposure Account (the “Note Payment Account”set forth in Section 8.1(a)). The Note Payment Subject to the other provisions hereof, the Collateral Agent shall have sole Control (within the meaning of the UCC) over each Account and each such investment and the income thereon, and any certificate or other instrument evidencing any such investment, if any, shall be held delivered to the Collateral Agent or its agent, together with each document of transfer, if any, necessary to transfer title to such investment to the Collateral Agent in trust for a manner that complies with this Section 8.1. All interest, dividends, gains upon sale and other income from, or earnings on, investments of funds in the benefit of the Noteholders. The Note Payment Account Accounts shall be under deposited or transferred to the sole dominion Collection Account and control of the Indenture Trustee; provideddistributed pursuant to Section 8.3(a). (d) The Equityholder may, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in its sole discretion (x) deposit amounts into the Note Payment Principal Collection Account pursuant or the Unfunded Exposure Account and/or (y) transfer Eligible Collateral Obligations as equity contributions to the Borrower. All such amounts will be included in each applicable compliance calculation under this Agreement Agreement, including, without limitation, calculation of the Borrowing Base and the Indenture Minimum Equity Test. (e) For all U.S. federal income tax reporting purposes, all income earned on the funds invested and allocable to the Accounts is legally owned by the Borrower (and beneficially owned by the Borrower). The Borrower is required to provide to ▇▇▇▇▇ Fargo Bank, National Association, in its capacity as Collateral Custodian (i) an IRS Form W-8 no later than the Effective Date, and (ii) any additional IRS forms (or updated versions of any previously submitted IRS forms) or other documentation at such time or times required by Applicable Law or upon the reasonable request of the Collateral Custodian as may be necessary (a) to reduce or eliminate the imposition of U.S. withholding taxes and (b) to permit the Collateral Custodian to fulfill its tax reporting obligations under Applicable Law with respect to the Accounts or any amounts paid to the Borrower. The Borrower is further required to report to the Collateral Custodian any change in the legal or beneficial ownership of the income allocable to the Accounts. ▇▇▇▇▇ Fargo Bank, National Association, both in its individual capacity and in its capacity as Collateral Custodian, shall have no liability to the Borrower or any other person in connection with any tax withholding amounts paid, or retained for payment, to a governmental authority from the Accounts arising from the Borrower’s failure to timely provide an accurate, correct and complete IRS Form W-8 or such other documentation contemplated under this paragraph. For the avoidance of doubt, no funds shall be held invested with respect to such Accounts absent the Collateral Custodian having first received (x) instructions with respect to the investment of such funds, and (y) the forms and other documentation required by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and theparagraph.

Accounts. (a) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIndenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account. (b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIndenture Trustee) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and thethe Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account. (c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the “CarMax Auto Owner Trust 2025-1 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Certificate Payment Account. (d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer). (e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date. (f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.

Accounts. (a) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIndenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at an Eligible Institutionthe Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account. (b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIndenture Trustee) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and thethe Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account. (c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the “CarMax Auto Owner Trust 2019-4 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee in writing of any change in the account number or location of the Certificate Payment Account. (d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period and any Unreimbursed Servicer Advances for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse Unreimbursed Servicer Advance or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer). (e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date.

Accounts. (a) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIndenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at an Eligible Institutionthe Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account. (b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIndenture Trustee) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and thethe Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account. (c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the “CarMax Auto Owner Trust 2018-1 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee in writing of any change in the account number or location of the Certificate Payment Account. (d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period and any Unreimbursed Servicer Advances for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that amounts withdrawn from the Reserve Account will not be used to reimburse Unreimbursed Servicer Advance or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer). (e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date.

Accounts. (a) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIndenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at an Eligible Institutionthe Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account. (b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIndenture Trustee) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and thethe Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account. (c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the “CarMax Auto Owner Trust 2018-2 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee in writing of any change in the account number or location of the Certificate Payment Account. (d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period and any Unreimbursed Servicer Advances for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse Unreimbursed Servicer Advance or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer). (e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date.

Accounts. 22.35.1 The Parent, the Borrower, Holdco and Opco shall: (a) The Servicer shall establishensure that within 5 Business Days following the Closing Date the Borrower Proceeds Account (as defined in the June 2009 Senior Facilities Agreement) is closed and all credit balances are transferred into the Borrower Business Account; and (b) instruct the Account Bank (as this term is defined in the June 2009 Senior Facilities Agreement), in the agreed form and as soon as possible on or before after the Closing Date, to give effect to the closures and maintain transfers referred to in (a) above. 22.35.2 With effect from the name Closing Date and thereafter until the Final Discharge Date, the Parent, the Borrower, Holdco and Opco shall ensure that: (a) neither the Borrower, Holdco or Opco open any bank account other than the Transaction Accounts, without the prior consent of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account.Senior Agent; (b) The Servicer all bank accounts of the Borrower, Holdco and Opco (other than the Disbursements Accounts) shall establishbe opened and maintained with the Account Bank in accordance with the provisions of the Finance Documents and are subject to valid Security under the Transaction Security Documents; (c) all Disbursements Accounts of the Borrower, on or before Holdco and Opco shall be opened and maintained with the Disbursements Account Bank in accordance with the provisions of the Finance Documents and are subject to valid Security under the Transaction Security Documents; and (d) no amounts are transferred into the Borrower WCF Account other than the proceeds of utilisations under the Working Capital Facility Agreement and an amount of up to R20,000,000, which may, prior to the Closing Date, be transferred from any Transaction Account into the WCF Account (and which amount may be used for any purpose for which utilisations under the Working Capital Facility Agreement may be used). 22.35.3 By no later than 10 (ten) Business Days prior to the Closing Date: (a) each of Holdco and Opco shall open a disbursement account and the Borrower shall open such number of disbursement accounts as may be agreed to between the Senior Agent and the Borrower (each a Disbursement Account) in South Africa with the Disbursements Account Bank denominated in Rand and shall maintain the Disbursement Accounts for a period of not less than 30 (thirty) days following the Closing Date. 22.35.4 With effect from the Closing Date and thereafter until the Final Discharge Date: (a) the Borrower shall maintain the Borrower Business Account and the Borrower WCF Account in South Africa in its name with Standard Bank denominated in Rand; (b) Holdco shall maintain (and the Borrower shall ensure that Holdco maintains) the Holdco Business Account in South Africa in its name with Standard Bank denominated in Rand; and (c) Opco shall maintain (and the Borrower and Holdco shall ensure that Opco maintains) the Opco Business Account in South Africa in its name with Standard Bank. 22.35.5 With effect from the Closing Date and thereafter until the Final Discharge Date, without the prior written consent of the Indenture Trustee at an Eligible Institution Senior Agent: (a) the Borrower shall not open or maintain any bank, deposit, savings or other account except for its respective Disbursement Accounts, the Borrower WCF Account and the Borrower Business Account; (b) Holdco shall not (and the Borrower shall ensure that Holdco shall not) open or maintain any bank, deposit, savings or other account except for its respective Disbursement Account and the Holdco Business Account; and (c) Opco shall not (and the Borrower and Holdco shall ensure that Opco shall not) open or maintain any bank, deposit, savings or other account except for its respective Disbursement Account and the Opco Business Account, any other account which shall initially be holds Cash or Cash Equivalent Investments so long as those Cash or Cash Equivalent Investments become subject to the Securities Intermediary) a segregated trust account designated Transaction Security in form and substance satisfactory to the Senior Agent as the Note Payment Account (the “Note Payment Account”). The Note Payment soon as is reasonably practicable. 22.35.6 Each Transaction Account shall be held a separate account at the Account Bank (or, in trust for the benefit case of the Noteholders. Disbursements Accounts, with the Disbursements Account Bank). 22.35.7 If the Borrower or Holdco receives any moneys for crediting to a Transaction Account in a currency other than in the currency of that Transaction Account, the Borrower shall request the Account Bank (or Disbursements Account Bank, as the case may be), to convert these moneys into the relevant currency of account at the Applicable Spot Rate of Exchange. 22.35.8 The Note Payment Borrower shall at all times indemnify and keep indemnified the Senior Agent, the Security Agent and each Security SPV fully and effectually from and against all liabilities, costs and expenses which it may incur to the Account shall be under Bank, the sole dominion Disbursements account Bank (or their affiliates and/or nominees) in connection with the opening, operation or closure of any Transaction Account, including transaction charges, save to the extent that such liabilities, costs and control expenses result from the negligence or wilful default of the Indenture Trustee; providedSenior Agent, however, the Security Agent or that Security SPV (as the Servicer case may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and thebe).

Accounts. (a) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIndenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account. (b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIndenture Trustee) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and thethe Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account. (c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the “CarMax Select Receivables Trust 2025-A Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Certificate Payment Account. (d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xiii) of the Indenture, (ii) for purposes of Section 2.8(a)(xiv) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer). (e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date. (f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.

Accounts. (a) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIndenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at an Eligible Institutionthe Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account. (b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIndenture Trustee) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and thethe Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account. (c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the “CarMax Auto Owner Trust 2022-1 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee in writing of any change in the account number or location of the Certificate Payment Account. (d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer). (e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date. (f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.