Common use of Accounts Clause in Contracts

Accounts. (a) 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 "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, 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 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. If the Servicer is required to remit collections pursuant to the first sentence of Section 4.2(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, 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and other income (net of losses and investment expenses) on funds on deposit in the Collection Account shall be withdrawn from the Collection Account at the written direction of the Servicer and shall be deposited in the Certificate Distribution Account.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 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 10 Business Days (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 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 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 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 4.12. 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 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. 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. 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, 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 "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, 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 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. If the Servicer is required to remit collections pursuant to the first sentence of Section 4.2(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, 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 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 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 10 Business Days (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 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 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 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 4.12. 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 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. 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. 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). (ec) 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. (fd) 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). (ge) Notwithstanding the provisions of clause (gd) 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 a▇▇ (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 tthen 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 shallshall establish, prior to on or before the Closing Date, establish and maintain a segregated trust account in the name of the Indenture Trustee, Trustee at a Qualified Institution or Qualified Trust an Eligible Institution (which shall initially be the corporate Indenture Trustee) a segregated trust department of Bank of Tokyo-Mitsubishi Trust Company), which shall be 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 [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 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 all shall be applied as provided in this Agreement. All deposits to and withdrawals therefrom from the Collection Account shall be made only upon the terms and conditions of the Basic Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2(a)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, Account in Permitted Investments that mature not later than the Business Day immediately prior to preceding the Payment Distribution Date for following the Collection Period to during which such amounts relate and investment is made. All 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 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 If the Collection Account is no longer to be maintained at the corporate trust department of Bank of Tokyo-Mitsubishi Trust CompanyIndenture Trustee, the Servicer shall, with the Indenture Trustee's or Owner Trustee's ’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 a Qualified Institution an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number 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)location of the Collection Account. (b) The Servicer shallshall establish, prior to on or before 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 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 an Eligible 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 4.12. 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 the Indenture. In The amounts on deposit in the event that Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the corporate trust department of Bank of Tokyo-Mitsubishi Trust CompanyIndenture Trustee, the Servicer shall, with the Indenture Trustee's ’s assistance as necessary, cause the Note Payment Account to be moved to a Qualified Institution or a Qualified Trust Institution promptly (and in any case within 10 Business Days ten (10) calendar days or such longer period not to exceed 30 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. (ec) The Servicer shallshall establish, prior to on or before the Closing Date, establish and maintain a segregated trust account in the name of the Trust Owner Trustee at a Qualified Institution or Qualified Trust an Eligible Institution (which shall initially be Wilmington Trust Company), which shall be the Owner Trustee) a segregated trust account designated as the "“CarMax Auto Owner Trust 20[ ]-[ ] Trust Account” (the “Certificate Distribution Payment Account." Except as provided in the Trust Agreement, the ”). The Certificate Distribution Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Distribution Payment Account shall be under the sole dominion and control of the Owner Trustee; provided provided, however, that the Servicer may direct the Indenture Trustee may in writing to make deposits to such account the Certificate Payment Account in accordance with the directions of the Servicer pursuant to this Agreement and the IndentureIndenture 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 Distribution 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. In the event that The amounts on deposit in the Certificate Distribution Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at Wilmington Trust Companythe Owner Trustee, the Servicer shall, with the Owner Trustee's ’s assistance as necessary, cause the Certificate Distribution Account to be moved to a Qualified Institution or a Qualified Trust Institution promptly (and in any case within 10 Business Days ten (10) calendar days or such longer period not to exceed 30 thirty (30) calendar days as to which each Rating Agency may consent) and 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 and or location of such accountthe Certificate Payment Account. (fd) The Servicer shallIf, 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 on any Distribution Date, the Seller shall aggregate amount on deposit an amount equal 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 Initial Payahead Account Deposit into Swap Counterparty under the Payahead Account from Swap Agreement] [and (v) all amounts due to the net proceeds of Asset Representations Reviewer pursuant to the sale of Asset Representations Review Agreement not previously paid by the Notes and the Certificates. On each Subsequent Transfer DateServicer], 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), (A) transfer 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 Reserve Account shall be 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 Payahead Reserve Account at the direction may not be used to pay amounts owing to CarMax or any Affiliate of the Servicer and shall be paid CarMax 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 extent 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 Person 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"Noteholder or a Note Owner), 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 shallshall establish, prior to on or before the Closing Date, establish and maintain a segregated trust account in the name of the Indenture Trustee, Trustee at a Qualified Institution or Qualified Trust an Eligible Institution (which shall initially be the corporate Indenture Trustee) a segregated trust department of Bank of Tokyo-Mitsubishi Trust Company), which shall be 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 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 all shall be applied as provided in this Agreement. All deposits to and withdrawals therefrom from the Collection Account shall be made only upon the terms and conditions of the Basic Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2(a)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, Account in Permitted Investments that mature not later than the Business Day immediately prior to preceding the Payment Distribution Date for following the Collection Period to during which such amounts relate and investment is made. All 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 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 If the Collection Account is no longer to be maintained at the corporate trust department of Bank of Tokyo-Mitsubishi Trust CompanyIndenture Trustee, the Servicer shall, with the Indenture Trustee's or Owner Trustee's ’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 a Qualified Institution an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number 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)location of the Collection Account. (b) The Servicer shallshall establish, prior to on or before 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 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 an Eligible 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 4.12. 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 the Indenture. In The amounts on deposit in the event that Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the corporate trust department of Bank of Tokyo-Mitsubishi Trust CompanyIndenture Trustee, the Servicer shall, with the Indenture Trustee's ’s assistance as necessary, cause the Note Payment Account to be moved to a Qualified Institution or a Qualified Trust Institution promptly (and in any case within 10 Business Days ten (10) calendar days or such longer period not to exceed 30 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. (ec) The Servicer shallshall establish, prior to on or before the Closing Date, establish and maintain a segregated trust account in the name of the Trust Owner Trustee at a Qualified Institution or Qualified Trust an Eligible Institution (which shall initially be Wilmington Trust Company), which shall be the Owner Trustee) a segregated trust account designated as the "“CarMax Auto Owner Trust 2016-1 Trust Account” (the “Certificate Distribution Payment Account." Except as provided in the Trust Agreement, the ”). The Certificate Distribution Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Distribution Payment Account shall be under the sole dominion and control of the Owner Trustee; provided provided, however, that the Servicer may direct the Indenture Trustee may in writing to make deposits to such account the Certificate Payment Account in accordance with the directions of the Servicer pursuant to this Agreement and the IndentureIndenture 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 Distribution 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. In the event that The amounts on deposit in the Certificate Distribution Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at Wilmington Trust Companythe Owner Trustee, the Servicer shall, with the Owner Trustee's ’s assistance as necessary, cause the Certificate Distribution Account to be moved to a Qualified Institution or a Qualified Trust Institution promptly (and in any case within 10 Business Days ten (10) calendar days or such longer period not to exceed 30 thirty (30) calendar days as to which each Rating Agency may consent) and 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 and or location of such accountthe Certificate Payment Account. (fd) The Servicer shallIf, 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 on any Distribution Date, the Seller shall aggregate amount on deposit an amount equal 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 Initial Payahead Account Deposit into Asset Representations Reviewer pursuant to the Payahead Account from Asset Representations Review Agreement not previously paid by the net proceeds of the sale of the Notes and the Certificates. On each Subsequent Transfer DateServicer, then 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), (A) transfer 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 Reserve Account shall be withdrawn on such Distribution Date from the Payahead Reserve 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 and (B) include such amounts in accordance with Available Funds for purposes of application pursuant to 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 2.8(a) 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 on such alternative remittance schedule will not result in the downgrading or withdrawal by the Rating Agencies of the ratings tDistribution Date.

Accounts. (a) 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-Tokyo - Mitsubishi Trust Company), which shall be designated as 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, 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 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. If the Servicer is required to remit collections pursuant to the first sentence of Section 4.2(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, 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 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 the corporate trust department of Bank of Tokyo-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 10 ten (10) Business Days (or such longer period not to exceed 30 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-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-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 ten (10) Business Days (or such longer period not to exceed 30 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 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 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 corporate trust department of Bank of Tokyo-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 4.124.9. In the event that the Negative Carry Account is no longer to be maintained at the corporate trust department of Bank of Tokyo-Tokyo - Mitsubishi Trust Company, the Servicer shall, with the Indenture Trustee's or Owner Trustee's assistance as necessary, cause the Negative Carry Collection Account to be moved to a Qualified Institution or a Qualified Trust Institution within 10 ten (10) Business Days (or such longer period not to exceed 30 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 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 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 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-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. 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. In the event that the Note Payment Account is no longer to be maintained at the corporate trust department of Bank of Tokyo-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 ten (10) Business Days (or such longer period not to exceed 30 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 Trust 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 10 ten (10) Business Days (or such longer period not to exceed 30 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-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-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 ten (10) Business Days (or such longer period not to exceed 30 thirty (30) calendar days as to which each Rating Agency may consent). (g) Notwithstanding the provisions of clause (gd) 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" P-1 by Moody's, ▇▇▇▇▇'▇ and is at least "A-1" 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 twith

Accounts. (a) The Servicer shallshall establish, prior to on or before the Closing Date, establish and maintain a segregated trust account in the name of the Indenture Trustee, Trustee at a Qualified Institution or Qualified Trust an Eligible Institution (which shall initially be the corporate Indenture Trustee) a segregated trust department of Bank of Tokyo-Mitsubishi Trust Company), which shall be 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 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 all shall be applied as provided in this Agreement. All deposits to and withdrawals therefrom from the Collection Account shall be made only upon the terms and conditions of the Basic Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2(a)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, Account in Permitted Investments that mature not later than the Business Day immediately prior to preceding the Payment Distribution Date for following the Collection Period to during which such amounts relate and investment is made. All 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 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 If the Collection Account is no longer to be maintained at the corporate trust department of Bank of Tokyo-Mitsubishi Trust CompanyIndenture Trustee, the Servicer shall, with the Indenture Trustee's or Owner Trustee's ’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 a Qualified Institution an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number 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)location of the Collection Account. (b) The Servicer shallshall establish, prior to on or before 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 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 an Eligible 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 4.12. 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 the Indenture. In The amounts on deposit in the event that Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the corporate trust department of Bank of Tokyo-Mitsubishi Trust CompanyIndenture Trustee, the Servicer shall, with the Indenture Trustee's ’s assistance as necessary, cause the Note Payment Account to be moved to a Qualified Institution or a Qualified Trust Institution promptly (and in any case within 10 Business Days ten (10) calendar days or such longer period not to exceed 30 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. (ec) The Servicer shallshall establish, prior to on or before the Closing Date, establish and maintain a segregated trust account in the name of the Trust Owner Trustee at a Qualified Institution or Qualified Trust an Eligible Institution (which shall initially be Wilmington Trust Company), which shall be the Owner Trustee) a segregated trust account designated as the "“CarMax Auto Owner Trust 2016-2 Trust Account” (the “Certificate Distribution Payment Account." Except as provided in the Trust Agreement, the ”). The Certificate Distribution Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Distribution Payment Account shall be under the sole dominion and control of the Owner Trustee; provided provided, however, that the Servicer may direct the Indenture Trustee may in writing to make deposits to such account the Certificate Payment Account in accordance with the directions of the Servicer pursuant to this Agreement and the IndentureIndenture 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 Distribution 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. In the event that The amounts on deposit in the Certificate Distribution Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at Wilmington Trust Companythe Owner Trustee, the Servicer shall, with the Owner Trustee's ’s assistance as necessary, cause the Certificate Distribution Account to be moved to a Qualified Institution or a Qualified Trust Institution promptly (and in any case within 10 Business Days ten (10) calendar days or such longer period not to exceed 30 thirty (30) calendar days as to which each Rating Agency may consent) and 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 and or location of such accountthe Certificate Payment Account. (fd) The Servicer shallIf, 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 on any Distribution Date, the Seller shall aggregate amount on deposit an amount equal 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 Initial Payahead Account Deposit into Asset Representations Reviewer pursuant to the Payahead Account from Asset Representations Review Agreement not previously paid by the net proceeds of the sale of the Notes and the Certificates. On each Subsequent Transfer DateServicer, then 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), (A) transfer 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 Reserve Account shall be withdrawn on such Distribution Date from the Payahead Reserve 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 and (B) include such amounts in accordance with Available Funds for purposes of application pursuant to 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 2.8(a) 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 on such alternative remittance schedule will not result in the downgrading or withdrawal by the Rating Agencies of the ratings tDistribution Date.

Accounts. (a) The Servicer shallshall establish, prior to on or before the Closing Date, establish and maintain a segregated trust account in the name of the Indenture Trustee, Trustee at a Qualified Institution or Qualified Trust an Eligible Institution (which shall initially be the corporate Indenture Trustee) a segregated trust department of Bank of Tokyo-Mitsubishi Trust Company), which shall be 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 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 all shall be applied as provided in this Agreement. All deposits to and withdrawals therefrom from the Collection Account shall be made only upon the terms and conditions of the Basic Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2(a)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, Account in Permitted Investments that mature not later than the Business Day immediately prior to preceding the Payment Distribution Date for following the Collection Period to during which such amounts relate and investment is made. All 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 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 If the Collection Account is no longer to be maintained at the corporate trust department of Bank of Tokyo-Mitsubishi Trust CompanyIndenture Trustee, the Servicer shall, with the Indenture Trustee's or Owner Trustee's ’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 a Qualified Institution an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number 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)location of the Collection Account. (b) The Servicer shallshall establish, prior to on or before 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 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 an Eligible 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 4.12. 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 the Indenture. In The amounts on deposit in the event that Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the corporate trust department of Bank of Tokyo-Mitsubishi Trust CompanyIndenture Trustee, the Servicer shall, with the Indenture Trustee's ’s assistance as necessary, cause the Note Payment Account to be moved to a Qualified Institution or a Qualified Trust Institution promptly (and in any case within 10 Business Days ten (10) calendar days or such longer period not to exceed 30 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. (ec) The Servicer shallshall establish, prior to on or before the Closing Date, establish and maintain a segregated trust account in the name of the Trust Indenture Trustee at a Qualified Institution or Qualified Trust an Eligible Institution (which shall initially be Wilmington Trust Company), which shall be the Indenture Trustee) a segregated trust account designated as the "“CarMax Auto Owner Trust 2017-2 Trust Account” (the “Certificate Distribution Payment Account." Except as provided in the Trust Agreement, the ”). The Certificate Distribution Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Distribution Payment Account shall be under the sole dominion and control of the Owner Indenture Trustee; provided provided, however, that the Servicer may direct the Indenture Trustee may in writing to make deposits to such account the Certificate Payment Account in accordance with the directions of the Servicer pursuant to this Agreement and the IndentureIndenture 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 Distribution Payment Account pursuant to this Agreement and the Indenture shall be held by the Owner Indenture 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 amounts on deposit in the Certificate Distribution Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at Wilmington Trust Companythe Indenture Trustee, the Servicer shall, with the Owner Indenture Trustee's ’s assistance as necessary, cause the Certificate Distribution Account to be moved to a Qualified Institution or a Qualified Trust Institution promptly (and in any case within 10 Business Days ten (10) calendar days or such longer period not to exceed 30 thirty (30) calendar days as to which each Rating Agency may consent) and 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 and or location of such accountthe Certificate Payment Account. (fd) The Servicer shallIf, 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 on any Distribution Date, the Seller shall aggregate amount on deposit an amount equal 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 Initial Payahead Account Deposit into Asset Representations Reviewer pursuant to the Payahead Account from Asset Representations Review Agreement not previously paid by the net proceeds of the sale of the Notes and the Certificates. On each Subsequent Transfer DateServicer, then 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), (A) transfer 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 Reserve Account shall be 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 Payahead Reserve Account at the direction of the will not be used to reimburse Unreimbursed Servicer and shall Advance or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer as additional servicing compensation. In to the event extent that CarMax or any of its affiliates is 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 consentServicer). (ge) Notwithstanding On or before 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 metClosing Date, the Servicer shall not cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be required used to segregate 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 otherwise hold separate any Payaheads remitted to before the Servicer as aforesaid but shall be required to remit Payaheads to the Collection Account Closing Date in accordance with Section 4.6(a)(i)the written direction by or on behalf of the Servicer. 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 Such settlement account will be closed 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 not later than thirty (30) days following the Rating Agencies that such alternative remittance schedule will not result in the downgrading or withdrawal by the Rating Agencies of the ratings tClosing Date.

Accounts. (a) 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 "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, 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 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. If the Servicer is required to remit collections pursuant to the first sentence of Section 4.2(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, 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 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 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 10 ten Business Days (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 10 ten Business Days (or such longer period not to exceed 30 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 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 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) 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 corporate 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 "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 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. (de) 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. 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. 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 ten Business Days (or such longer period not to exceed 30 calendar days as to which each Rating Agency may consent). (ef) 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 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. (fg) 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 td

Accounts. (a) The Servicer shallshall establish, prior to on or before the Closing Date, establish and maintain a segregated trust account in the name of the Indenture Trustee, Trustee at a Qualified Institution or Qualified Trust an Eligible Institution (which shall initially be the corporate Indenture Trustee) a segregated trust department of Bank of Tokyo-Mitsubishi Trust Company), which shall be 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 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 all shall be applied as provided in this Agreement. All deposits to and withdrawals therefrom from the Collection Account shall be made only upon the terms and conditions of the Basic Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2(a)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, Account in Permitted Investments that mature not later than the Business Day immediately prior to preceding the Payment Distribution Date for following the Collection Period to during which such amounts relate and investment is made. All 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 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 If the Collection Account is no longer to be maintained at the corporate trust department of Bank of Tokyo-Mitsubishi Trust CompanyIndenture Trustee, the Servicer shall, with the Indenture Trustee's or Owner Trustee's ’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 a Qualified Institution an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number 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)location of the Collection Account. (b) The Servicer shallshall establish, prior to on or before 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 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 an Eligible 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 4.12. 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 the Indenture. In The amounts on deposit in the event that Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the corporate trust department of Bank of Tokyo-Mitsubishi Trust CompanyIndenture Trustee, the Servicer shall, with the Indenture Trustee's ’s assistance as necessary, cause the Note Payment Account to be moved to a Qualified Institution or a Qualified Trust Institution promptly (and in any case within 10 Business Days ten (10) calendar days or such longer period not to exceed 30 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. (ec) The Servicer shallshall establish, prior to on or before the Closing Date, establish and maintain a segregated trust account in the name of the Trust Owner Trustee at a Qualified Institution or Qualified Trust an Eligible Institution (which shall initially be Wilmington Trust Company), which shall be the Owner Trustee) a segregated trust account designated as the "“CarMax Auto Owner Trust 2016-3 Trust Account” (the “Certificate Distribution Payment Account." Except as provided in the Trust Agreement, the ”). The Certificate Distribution Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Distribution Payment Account shall be under the sole dominion and control of the Owner Trustee; provided provided, however, that the Servicer may direct the Indenture Trustee may in writing to make deposits to such account the Certificate Payment Account in accordance with the directions of the Servicer pursuant to this Agreement and the IndentureIndenture 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 Distribution 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. In the event that The amounts on deposit in the Certificate Distribution Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at Wilmington Trust Companythe Owner Trustee, the Servicer shall, with the Owner Trustee's ’s assistance as necessary, cause the Certificate Distribution Account to be moved to a Qualified Institution or a Qualified Trust Institution promptly (and in any case within 10 Business Days ten (10) calendar days or such longer period not to exceed 30 thirty (30) calendar days as to which each Rating Agency may consent) and 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 and or location of such accountthe Certificate Payment Account. (fd) The Servicer shallIf, 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 on any Distribution Date, the Seller shall aggregate amount on deposit an amount equal 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 Initial Payahead Account Deposit into Asset Representations Reviewer pursuant to the Payahead Account from Asset Representations Review Agreement not previously paid by the net proceeds of the sale of the Notes and the Certificates. On each Subsequent Transfer DateServicer, then 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), (A) transfer 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 Reserve Account shall be withdrawn on such Distribution Date from the Payahead Reserve 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 and (B) include such amounts in accordance with Available Funds for purposes of application pursuant to 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 2.8(a) 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 on such alternative remittance schedule will not result in the downgrading or withdrawal by the Rating Agencies of the ratings tDistribution Date.

Accounts. (a) The Servicer shallshall establish, prior to on or before the Closing Date, establish and maintain a segregated trust account in the name of the Indenture Trustee, Trustee at a Qualified Institution or Qualified Trust an Eligible Institution (which shall initially be the corporate Indenture Trustee) a segregated trust department of Bank of Tokyo-Mitsubishi Trust Company), which shall be 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 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 all shall be applied as provided in this Agreement. All deposits to and withdrawals therefrom from the Collection Account shall be made only upon the terms and conditions of the Basic Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2(a)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, Account in Permitted Investments that mature not later than the Business Day immediately prior to preceding the Payment Distribution Date for following the Collection Period to during which such amounts relate and investment is made. All 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 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 If the Collection Account is no longer to be maintained at the corporate trust department of Bank of Tokyo-Mitsubishi Trust CompanyIndenture Trustee, the Servicer shall, with the Indenture Trustee's or Owner Trustee's ’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 a Qualified Institution an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number 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)location of the Collection Account. (b) The Servicer shallshall establish, prior to on or before 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 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 an Eligible 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 4.12. 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 the Indenture. In The amounts on deposit in the event that Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the corporate trust department of Bank of Tokyo-Mitsubishi Trust CompanyIndenture Trustee, the Servicer shall, with the Indenture Trustee's ’s assistance as necessary, cause the Note Payment Account to be moved to a Qualified Institution or a Qualified Trust Institution promptly (and in any case within 10 Business Days ten (10) calendar days or such longer period not to exceed 30 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. (ec) The Servicer shallshall establish, prior to on or before the Closing Date, establish and maintain a segregated trust account in the name of the Trust Indenture Trustee at a Qualified Institution or Qualified Trust an Eligible Institution (which shall initially be Wilmington Trust Company), which shall be the Indenture Trustee) a segregated trust account designated as the "“CarMax Auto Owner Trust 2016-4 Trust Account” (the “Certificate Distribution Payment Account." Except as provided in the Trust Agreement, the ”). The Certificate Distribution Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Distribution Payment Account shall be under the sole dominion and control of the Owner Indenture Trustee; provided provided, however, that the Servicer may direct the Indenture Trustee may in writing to make deposits to such account the Certificate Payment Account in accordance with the directions of the Servicer pursuant to this Agreement and the IndentureIndenture 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 Distribution Payment Account pursuant to this Agreement and the Indenture shall be held by the Owner Indenture 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 amounts on deposit in the Certificate Distribution Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at Wilmington Trust Companythe Indenture Trustee, the Servicer shall, with the Owner Indenture Trustee's ’s assistance as necessary, cause the Certificate Distribution Account to be moved to a Qualified Institution or a Qualified Trust Institution promptly (and in any case within 10 Business Days ten (10) calendar days or such longer period not to exceed 30 thirty (30) calendar days as to which each Rating Agency may consent) and 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 and or location of such accountthe Certificate Payment Account. (fd) The Servicer shallIf, 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 on any Distribution Date, the Seller shall aggregate amount on deposit an amount equal 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 Initial Payahead Account Deposit into Asset Representations Reviewer pursuant to the Payahead Account from Asset Representations Review Agreement not previously paid by the net proceeds of the sale of the Notes and the Certificates. On each Subsequent Transfer DateServicer, then 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), (A) transfer 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 Reserve Account shall be withdrawn on such Distribution Date from the Payahead Reserve 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 and (B) include such amounts in accordance with Available Funds for purposes of application pursuant to 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 2.8(a) 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 on such alternative remittance schedule will not result in the downgrading or withdrawal by the Rating Agencies of the ratings tDistribution Date.

Accounts. (a) The Servicer shallshall establish, prior to on or before the Closing Date, establish and maintain a segregated trust account in the name of the Indenture Trustee, Trustee at a Qualified Institution or Qualified Trust an Eligible Institution (which shall initially be the corporate [Indenture Trustee][Securities Intermediary]) a segregated trust department of Bank of Tokyo-Mitsubishi Trust Company), which shall be 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 [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 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 all shall be applied as provided in this Agreement. All deposits to and withdrawals therefrom from the Collection Account shall be made only upon the terms and conditions of the Basic Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2(a)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, Account in Permitted Investments that mature not later than the Business Day immediately prior to preceding the Payment Distribution Date for following the Collection Period to during which such amounts relate and 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. 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 If the Collection Account is no longer to be maintained at the corporate trust department of Bank of Tokyo-Mitsubishi Trust Company[Indenture Trustee][Securities Intermediary], the Servicer shall, with the Indenture Trustee's or Owner Trustee's ’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 a Qualified Institution an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number 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)location of the Collection Account. (b) The Servicer shallshall establish, prior to on or before 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 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 an Eligible 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 expensesTrustee][Securities Intermediary]) 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 the Indenture. In The amounts on deposit in the event that Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the corporate trust department of Bank of Tokyo-Mitsubishi Trust Company[Indenture Trustee][Securities Intermediary], the Servicer shall, with the Indenture Trustee's ’s assistance as necessary, cause the Note Payment Account to be moved to a Qualified Institution or a Qualified Trust Institution promptly (and in any case within 10 Business Days ten (10) calendar days or such longer period not to exceed 30 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. (ec) The Servicer shallshall establish, prior to on or before the Closing Date, establish and maintain a segregated trust account in the name of the Trust Indenture Trustee at a Qualified Institution or Qualified Trust an Eligible Institution (which shall initially be Wilmington Trust Company), which shall be the [Indenture Trustee][Securities Intermediary]) a segregated trust account designated as the "“CarMax [Auto Owner][Select Receivables] Trust 20[__]-[__] Trust Account” (the “Certificate Distribution Payment Account." Except as provided in the Trust Agreement, the ”). The Certificate Distribution Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Distribution Payment Account shall be under the sole dominion and control of the Owner Indenture Trustee; provided provided, however, that the Servicer may direct the Indenture Trustee may in writing to make deposits to such account the Certificate Payment Account in accordance with the directions of the Servicer pursuant to this Agreement and the IndentureIndenture 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 Distribution Payment Account pursuant to this Agreement and the Indenture shall be held by the Owner Indenture 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 amounts on deposit in the Certificate Distribution Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at Wilmington Trust Companythe [Indenture Trustee][Securities Intermediary], the Servicer shall, with the Owner Indenture Trustee's ’s assistance as necessary, cause the Certificate Distribution Account to be moved to a Qualified Institution or a Qualified Trust Institution promptly (and in any case within 10 Business Days ten (10) calendar days or such longer period not to exceed 30 thirty (30) calendar days as to which each Rating Agency may consent) and 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 and or location of such accountthe Certificate Payment Account. (fd) The Servicer shallIf, 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 on any Distribution Date, the Seller shall aggregate amount on deposit an amount equal 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 Initial Payahead Account Deposit into Swap Counterparty under the Payahead Account from Swap Agreement] [and (v) all amounts due to the net proceeds of Asset Representations Reviewer pursuant to the sale of Asset Representations Review Agreement not previously paid by the Notes and the Certificates. On each Subsequent Transfer DateServicer], then 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), (A) transfer 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 Reserve Account shall be withdrawn on such Distribution Date from the Payahead Reserve Account at to the direction Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Servicer and shall be paid to the Servicer as additional servicing compensation. In the event Indenture on such Distribution Date (except 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 no distribution will be made to the ServicerReserve Account pursuant to Section 2.8(a)(xi) of the Indenture, [and] (ii) for purposes of Section 2.8(a)(xii) of the rating Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount 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 the Notes in full [and (iii) no Events of Servicing Termination shall have occurred (each, a "Monthly Remittance Condition"), Payaheads need amounts withdrawn from the Reserve Account will not be remitted used to and deposited reimburse any Unreimbursed Servicer Advances, Unrelated Amounts or be paid to CarMax or any of its Affiliates in respect of the Payahead Account but instead may be remitted Total Servicing Fee owing to and held by the Servicer to the extent that CarMax or any of its affiliates is the Servicer. So long as such Monthly Remittance Conditions are met)]. (e) On or before the Closing Date, the Servicer shall not cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be required used to segregate 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 otherwise hold separate any Payaheads remitted to before the Servicer as aforesaid but shall be required to remit Payaheads to the Collection Account Closing Date in accordance with Section 4.6(a)(i)the written direction by or on behalf of the Servicer. At all times as such Monthly Remittance Conditions are Such settlement account will be closed by the Indenture Trustee not metlater 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 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 satisfiedNote Payment Account, the Servicer may utilize, with respect to Payaheads, an alternative remittance schedule (which may include Reserve Account and the remittance schedule utilized by Certificate Payment Account for the purpose of permitting the Servicer before the Monthly Remittance Condition became unsatisfied), if the Servicer provides to or the Owner Trustee and to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee written confirmation from to carry out its duties under the Rating Agencies that such alternative remittance schedule will not result in the downgrading or withdrawal by the Rating Agencies of the ratings tIndenture.

Accounts. (a) The Servicer shallshall establish, prior to on or before the Closing Date, establish and maintain a segregated trust account in the name of the Indenture Trustee, Trustee at a Qualified Institution or Qualified Trust an Eligible Institution (which shall initially be the corporate Indenture Trustee) a segregated trust department of Bank of Tokyo-Mitsubishi Trust Company), which shall be 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 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 all shall be applied as provided in this Agreement. All deposits to and withdrawals therefrom from the Collection Account shall be made only upon the terms and conditions of the Basic Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2(a)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, Account in Permitted Investments that mature not later than the Business Day immediately prior to preceding the Payment Distribution Date for following the Collection Period to during which such amounts relate and investment is made. All 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 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 If the Collection Account is no longer to be maintained at the corporate trust department of Bank of Tokyo-Mitsubishi Trust CompanyIndenture Trustee, the Servicer shall, with the Indenture Trustee's or Owner Trustee's ’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 a Qualified Institution an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number 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)location of the Collection Account. (b) The Servicer shallshall establish, prior to on or before 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 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 an Eligible 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 4.12. 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 the Indenture. In The amounts on deposit in the event that Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the corporate trust department of Bank of Tokyo-Mitsubishi Trust CompanyIndenture Trustee, the Servicer shall, with the Indenture Trustee's ’s assistance as necessary, cause the Note Payment Account to be moved to a Qualified Institution or a Qualified Trust Institution promptly (and in any case within 10 Business Days ten (10) calendar days or such longer period not to exceed 30 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. (ec) The Servicer shallshall establish, prior to on or before the Closing Date, establish and maintain a segregated trust account in the name of the Trust Indenture Trustee at a Qualified Institution or Qualified Trust an Eligible Institution (which shall initially be Wilmington Trust Company), which shall be the Indenture Trustee) a segregated trust account designated as the "“CarMax Auto Owner Trust 2017-4 Trust Account” (the “Certificate Distribution Payment Account." Except as provided in the Trust Agreement, the ”). The Certificate Distribution Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Distribution Payment Account shall be under the sole dominion and control of the Owner Indenture Trustee; provided provided, however, that the Servicer may direct the Indenture Trustee may in writing to make deposits to such account the Certificate Payment Account in accordance with the directions of the Servicer pursuant to this Agreement and the IndentureIndenture 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 Distribution Payment Account pursuant to this Agreement and the Indenture shall be held by the Owner Indenture 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 amounts on deposit in the Certificate Distribution Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at Wilmington Trust Companythe Indenture Trustee, the Servicer shall, with the Owner Indenture Trustee's ’s assistance as necessary, cause the Certificate Distribution Account to be moved to a Qualified Institution or a Qualified Trust Institution promptly (and in any case within 10 Business Days ten (10) calendar days or such longer period not to exceed 30 thirty (30) calendar days as to which each Rating Agency may consent) and 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 and or location of such accountthe Certificate Payment Account. (fd) The Servicer shallIf, 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 on any Distribution Date, the Seller shall aggregate amount on deposit an amount equal 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 Initial Payahead Account Deposit into Asset Representations Reviewer pursuant to the Payahead Account from Asset Representations Review Agreement not previously paid by the net proceeds of the sale of the Notes and the Certificates. On each Subsequent Transfer DateServicer, then 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), (A) transfer 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 Reserve Account shall be 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 Payahead Reserve Account at the direction of the will not be used to reimburse Unreimbursed Servicer and shall Advance or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer as additional servicing compensation. In to the event extent that CarMax or any of its affiliates is 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 consentServicer). (ge) Notwithstanding On or before 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 metClosing Date, the Servicer shall not cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be required used to segregate 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 otherwise hold separate any Payaheads remitted to before the Servicer as aforesaid but shall be required to remit Payaheads to the Collection Account Closing Date in accordance with Section 4.6(a)(i)the written direction by or on behalf of the Servicer. 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 Such settlement account will be closed 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 not later than thirty (30) days following the Rating Agencies that such alternative remittance schedule will not result in the downgrading or withdrawal by the Rating Agencies of the ratings tClosing Date.

Accounts. (a) 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 "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, 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 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. If the Servicer is required to remit collections pursuant to the first sentence of Section 4.2(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, 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 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 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 10 Business Days (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 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 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 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 4.12. 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 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. 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. 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 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 shallshall establish, prior to on or before the Closing Date, establish and maintain a segregated trust account in the name of the Indenture Trustee, Trustee at a Qualified Institution or Qualified Trust an Eligible Institution (which shall initially be the corporate Indenture Trustee) a segregated trust department of Bank of Tokyo-Mitsubishi Trust Company), which shall be account designated as the Collection Account (the "Collection Account." "). The Collection Account shall be held in trust for the benefit of the Noteholders Noteholders, the Certificateholders and the CertificateholdersInsurer. 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 all shall be applied as provided in this Agreement. All deposits to and withdrawals therefrom from the Collection Account shall be made only upon the terms and conditions of the Basic Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2(a)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, Account in Permitted Investments that mature not later than the Business Day immediately prior to preceding the Payment Distribution Date for following the Collection Period to during which such amounts relate and investment is made. All 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 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 If the Collection Account is no longer to be maintained at the corporate trust department of Bank of Tokyo-Mitsubishi Trust CompanyIndenture Trustee, 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 promptly (and in any case within 10 Business Days ten (10) calendar days or such longer period not to exceed 30 thirty (30) calendar days as to which each Rating Agency 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 shallshall establish, prior to on or before 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 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 an Eligible 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 4.12. 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 the Indenture. In The amounts on deposit in the event that Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the corporate trust department of Bank of Tokyo-Mitsubishi Trust CompanyIndenture Trustee, 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 promptly (and in any case within 10 Business Days ten (10) calendar days or such longer period not to exceed 30 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. (ec) The Servicer shallshall establish, prior to on or before the Closing Date, establish and maintain a segregated trust account in the name of the Trust Owner Trustee at a Qualified Institution or Qualified Trust an Eligible Institution (which shall initially be Wilmington Trust Company), which shall be the Owner Trustee) a segregated trust account designated as the "CarMax Auto Owner Trust 20[__]-[__] Trust Account" (the "Certificate Distribution Payment Account." Except as provided in the Trust Agreement, the "). The Certificate Distribution Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Distribution Payment Account shall be under the sole dominion and control of the Owner Trustee; provided provided, however, that the Servicer may direct the Indenture Trustee may in writing to make deposits to such account the Certificate Payment Account in accordance with the directions of the Servicer pursuant to this Agreement and the IndentureIndenture 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 Distribution 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. In the event that The amounts on deposit in the Certificate Distribution Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at Wilmington Trust Companythe Owner Trustee, 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 promptly (and in any case within 10 Business Days ten (10) calendar days or such longer period not to exceed 30 thirty (30) calendar days as to which each Rating Agency may consent) and 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 and or 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 Certificate Payment 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, 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 "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, 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 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. If the Servicer is required to remit collections pursuant to the first sentence of Section 4.2(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, 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 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 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 10 ten Business Days (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 10 ten Business Days (or such longer period not to exceed 30 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 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 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) 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 corporate 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 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 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 "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 Collection Account to be moved to a Qualified Institution or a Qualified Trust Institution within 10 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. (de) 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. 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. 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 ten Business Days (or such longer period not to exceed 30 calendar days as to which each Rating Agency may consent). (ef) 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 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. (fg) 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 twithdrawals

Accounts. (a) The Servicer shallshall establish, prior to on or before the Closing Date, establish and maintain a segregated trust account in the name of the Indenture Trustee, Trustee at a Qualified Institution or Qualified Trust an Eligible Institution (which shall initially be the corporate Indenture Trustee) a segregated trust department of Bank of Tokyo-Mitsubishi Trust Company), which shall be 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 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 all shall be applied as provided in this Agreement. All deposits to and withdrawals therefrom from the Collection Account shall be made only upon the terms and conditions of the Basic Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2(a)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, Account in Permitted Investments that mature not later than the Business Day immediately prior to preceding the Payment Distribution Date for following the Collection Period to during which such amounts relate and investment is made. All 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 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 If the Collection Account is no longer to be maintained at the corporate trust department of Bank of Tokyo-Mitsubishi Trust CompanyIndenture Trustee, the Servicer shall, with the Indenture Trustee's or Owner Trustee's ’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 a Qualified Institution an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number 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)location of the Collection Account. (b) The Servicer shallshall establish, prior to on or before 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 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 an Eligible 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 4.12. 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 the Indenture. In The amounts on deposit in the event that Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the corporate trust department of Bank of Tokyo-Mitsubishi Trust CompanyIndenture Trustee, the Servicer shall, with the Indenture Trustee's ’s assistance as necessary, cause the Note Payment Account to be moved to a Qualified Institution or a Qualified Trust Institution promptly (and in any case within 10 Business Days ten (10) calendar days or such longer period not to exceed 30 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. (ec) The Servicer shallshall establish, prior to on or before the Closing Date, establish and maintain a segregated trust account in the name of the Trust Owner Trustee at a Qualified Institution or Qualified Trust an Eligible Institution (which shall initially be Wilmington Trust Company), which shall be the Owner Trustee) a segregated trust account designated as the "“CarMax Auto Owner Trust 2012-2 Trust Account” (the “Certificate Distribution Payment Account." Except as provided in the Trust Agreement, the ”). The Certificate Distribution Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Distribution Payment Account shall be under the sole dominion and control of the Owner Trustee; provided provided, however, that the Servicer may direct the Indenture Trustee may in writing to make deposits to such account the Certificate Payment Account in accordance with the directions of the Servicer pursuant to this Agreement and the IndentureIndenture 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 Distribution 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. In the event that The amounts on deposit in the Certificate Distribution Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at Wilmington Trust Companythe Owner Trustee, the Servicer shall, with the Owner Trustee's ’s assistance as necessary, cause the Certificate Distribution Account to be moved to a Qualified Institution or a Qualified Trust Institution promptly (and in any case within 10 Business Days ten (10) calendar days or such longer period not to exceed 30 thirty (30) calendar days as to which each Rating Agency may consent) and 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 and or location of such accountthe Certificate Payment Account. (fd) The Servicer shallIf, 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 on any Distribution Date, the Seller shall aggregate amount on deposit an amount equal to in the Initial Payahead Collection Account Deposit into and the Payahead Reserve Account from equals or exceeds the net proceeds sum of (i) the Note Balance as of the sale day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date and (iii) the Notes Total Servicing Fee for the preceding Collection Period and any Unreimbursed Servicer Advances for the Certificates. On each Subsequent Transfer Datepreceding Collection Period, 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), (A) transfer 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 Reserve Account shall be withdrawn on such Distribution Date from the Payahead Reserve 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 and (B) include such amounts in accordance with Available Funds for purposes of application pursuant to 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 2.8(a) 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 on such alternative remittance schedule will not result in the downgrading or withdrawal by the Rating Agencies of the ratings tDistribution Date.

Accounts. (a) 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 "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, 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 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. If the Servicer is required to remit collections pursuant to the first sentence of Section 4.2(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, 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 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 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 10 ten (10) Business Days (or such longer period not to exceed 30 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 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 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 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 4.12. 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 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. 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. 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 ten (10) Business Days (or such longer period not to exceed 30 thirty (30) calendar days as to which each Rating Agency may consent). (ec) 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 ten (10) Business Days (or such longer period not to exceed 30 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. (fd) 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 ten (10) Business Days (or such longer period not to exceed 30 thirty (30) calendar days as to which each Rating Agency may consent). (ge) Notwithstanding the provisions of clause (gf) 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" Prime-1 by Moody's, at least "A-1" by S&P 's and at least "F1" F-1 by Fitch Ratings Fitch, and (iii) no Events of Servicing Termination Servic▇▇▇ ▇▇▇mination 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 tthen 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(e) 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 shallshall establish, prior to on or before the Closing Date, establish and maintain a segregated trust account in the name of the Indenture Trustee, Trustee at a Qualified Institution or Qualified Trust an Eligible Institution (which shall initially be the corporate Indenture Trustee) a segregated trust department of Bank of Tokyo-Mitsubishi Trust Company), which shall be 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 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 all shall be applied as provided in this Agreement. All deposits to and withdrawals therefrom from the Collection Account shall be made only upon the terms and conditions of the Basic Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2(a)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, Account in Permitted Investments that mature not later than the Business Day immediately prior to preceding the Payment Distribution Date for following the Collection Period to during which such amounts relate and investment is made. All 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 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 If the Collection Account is no longer to be maintained at the corporate trust department of Bank of Tokyo-Mitsubishi Trust CompanyIndenture Trustee, the Servicer shall, with the Indenture Trustee's or Owner Trustee's ’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 a Qualified Institution an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number 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)location of the Collection Account. (b) The Servicer shallshall establish, prior to on or before 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 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 an Eligible 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 4.12. 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 the Indenture. In The amounts on deposit in the event that Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the corporate trust department of Bank of Tokyo-Mitsubishi Trust CompanyIndenture Trustee, the Servicer shall, with the Indenture Trustee's ’s assistance as necessary, cause the Note Payment Account to be moved to a Qualified Institution or a Qualified Trust Institution promptly (and in any case within 10 Business Days ten (10) calendar days or such longer period not to exceed 30 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. (ec) The Servicer shallshall establish, prior to on or before the Closing Date, establish and maintain a segregated trust account in the name of the Trust Owner Trustee at a Qualified Institution or Qualified Trust an Eligible Institution (which shall initially be Wilmington Trust Company), which shall be the Owner Trustee) a segregated trust account designated as the "“CarMax Auto Owner Trust 2010-1 Trust Account” (the “Certificate Distribution Payment Account." Except as provided in the Trust Agreement, the ”). The Certificate Distribution Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Distribution Payment Account shall be under the sole dominion and control of the Owner Trustee; provided provided, however, that the Servicer may direct the Indenture Trustee may in writing to make deposits to such account the Certificate Payment Account in accordance with the directions of the Servicer pursuant to this Agreement and the IndentureIndenture 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 Distribution 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. In the event that The amounts on deposit in the Certificate Distribution Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at Wilmington Trust Companythe Owner Trustee, the Servicer shall, with the Owner Trustee's ’s assistance as necessary, cause the Certificate Distribution Account to be moved to a Qualified Institution or a Qualified Trust Institution promptly (and in any case within 10 Business Days ten (10) calendar days or such longer period not to exceed 30 thirty (30) calendar days as to which each Rating Agency may consent) and 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 and or location of such accountthe Certificate Payment Account. (fd) The Servicer shallIf, 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 on any Distribution Date, the Seller shall aggregate amount on deposit an amount equal to in the Initial Payahead Collection Account Deposit into and the Payahead Reserve Account from equals or exceeds the net proceeds sum of (i) the Note Balance as of the sale day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date and (iii) the Notes Total Servicing Fee for the preceding Collection Period and any Unreimbursed Servicer Advances for the Certificates. On each Subsequent Transfer Datepreceding Collection Period, 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), (A) transfer 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 Reserve Account shall be withdrawn on such Distribution Date from the Payahead Reserve 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 and (B) include such amounts in accordance with Available Funds for purposes of application pursuant to 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 2.8(a) 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 on such alternative remittance schedule will not result in the downgrading or withdrawal by the Rating Agencies of the ratings tDistribution Date.

Accounts. (a) The Servicer shallshall establish, prior to on or before the Closing Date, establish and maintain a segregated trust account in the name of the Indenture Trustee, Trustee at a Qualified Institution or Qualified Trust an Eligible Institution (which shall initially be the corporate Indenture Trustee) a segregated trust department of Bank of Tokyo-Mitsubishi Trust Company), which shall be 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 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 all shall be applied as provided in this Agreement. All deposits to and withdrawals therefrom from the Collection Account shall be made only upon the terms and conditions of the Basic Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2(a)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, Account in Permitted Investments that mature not later than the Business Day immediately prior to preceding the Payment Distribution Date for following the Collection Period to during which such amounts relate and investment is made. All 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 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 If the Collection Account is no longer to be maintained at the corporate trust department of Bank of Tokyo-Mitsubishi Trust CompanyIndenture Trustee, the Servicer shall, with the Indenture Trustee's or Owner Trustee's ’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 a Qualified Institution an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number 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)location of the Collection Account. (b) The Servicer shallshall establish, prior to on or before 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 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 an Eligible 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 4.12. 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 the Indenture. In The amounts on deposit in the event that Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the corporate trust department of Bank of Tokyo-Mitsubishi Trust CompanyIndenture Trustee, the Servicer shall, with the Indenture Trustee's ’s assistance as necessary, cause the Note Payment Account to be moved to a Qualified Institution or a Qualified Trust Institution promptly (and in any case within 10 Business Days ten (10) calendar days or such longer period not to exceed 30 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. (ec) The Servicer shallshall establish, prior to on or before the Closing Date, establish and maintain a segregated trust account in the name of the Trust Owner Trustee at a Qualified Institution or Qualified Trust an Eligible Institution (which shall initially be Wilmington Trust Company), which shall be the Owner Trustee) a segregated trust account designated as the "“CarMax Auto Owner Trust 2015-3 Trust Account” (the “Certificate Distribution Payment Account." Except as provided in the Trust Agreement, the ”). The Certificate Distribution Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Distribution Payment Account shall be under the sole dominion and control of the Owner Trustee; provided provided, however, that the Servicer may direct the Indenture Trustee may in writing to make deposits to such account the Certificate Payment Account in accordance with the directions of the Servicer pursuant to this Agreement and the IndentureIndenture 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 Distribution 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. In the event that The amounts on deposit in the Certificate Distribution Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at Wilmington Trust Companythe Owner Trustee, the Servicer shall, with the Owner Trustee's ’s assistance as necessary, cause the Certificate Distribution Account to be moved to a Qualified Institution or a Qualified Trust Institution promptly (and in any case within 10 Business Days ten (10) calendar days or such longer period not to exceed 30 thirty (30) calendar days as to which each Rating Agency may consent) and 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 and or location of such accountthe Certificate Payment Account. (fd) The Servicer shallIf, 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 on any Distribution Date, the Seller shall aggregate amount on deposit an amount equal to in the Initial Payahead Collection Account Deposit into and the Payahead Reserve Account from equals or exceeds the net proceeds sum of (i) the Note Balance as of the sale day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date and (iii) the Notes Total Servicing Fee for the preceding Collection Period and any Unreimbursed Servicer Advances for the Certificates. On each Subsequent Transfer Datepreceding Collection Period, 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), (A) transfer 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 Reserve Account shall be withdrawn on such Distribution Date from the Payahead Reserve 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 and (B) include such amounts in accordance with Available Funds for purposes of application pursuant to 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 2.8(a) 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 on such alternative remittance schedule will not result in the downgrading or withdrawal by the Rating Agencies of the ratings tDistribution Date.

Accounts. (a) 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 "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, 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 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. If the Servicer is required to remit collections pursuant to the first sentence of Section 4.2(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, 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 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 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 10 ten Business Days (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 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 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 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 4.12. 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 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. 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. 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 ten Business Days (or such longer period not to exceed 30 calendar days as to which each Rating Agency may consent). (ec) 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 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. (fd) 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 ten Business Days (or such longer period not to exceed 30 calendar days as to which each Rating Agency may consent). (ge) Notwithstanding the provisions of clause (gf) 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 (iiii▇▇) 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 tthen 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(e) 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 shallshall establish, prior to on or before the Closing Date, establish and maintain a segregated trust account in the name of the Indenture Trustee, Trustee at a Qualified Institution or Qualified Trust an Eligible Institution (which shall initially be the corporate Indenture Trustee) a segregated trust department of Bank of Tokyo-Mitsubishi Trust Company), which shall be 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 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 all shall be applied as provided in this Agreement. All deposits to and withdrawals therefrom from the Collection Account shall be made only upon the terms and conditions of the Basic Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2(a)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, Account in Permitted Investments that mature not later than the Business Day immediately prior to preceding the Payment Distribution Date for following the Collection Period to during which such amounts relate and investment is made. All 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 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 If the Collection Account is no longer to be maintained at the corporate trust department of Bank of Tokyo-Mitsubishi Trust CompanyIndenture Trustee, the Servicer shall, with the Indenture Trustee's or Owner Trustee's ’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 a Qualified Institution an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number 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)location of the Collection Account. (b) The Servicer shallshall establish, prior to on or before 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 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 an Eligible 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 4.12. 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 the Indenture. In The amounts on deposit in the event that Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the corporate trust department of Bank of Tokyo-Mitsubishi Trust CompanyIndenture Trustee, the Servicer shall, with the Indenture Trustee's ’s assistance as necessary, cause the Note Payment Account to be moved to a Qualified Institution or a Qualified Trust Institution promptly (and in any case within 10 Business Days ten (10) calendar days or such longer period not to exceed 30 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. (ec) The Servicer shallshall establish, prior to on or before the Closing Date, establish and maintain a segregated trust account in the name of the Trust Owner Trustee at a Qualified Institution or Qualified Trust an Eligible Institution (which shall initially be Wilmington Trust Company), which shall be the Owner Trustee) a segregated trust account designated as the "“CarMax Auto Owner Trust 2010-3 Trust Account” (the “Certificate Distribution Payment Account." Except as provided in the Trust Agreement, the ”). The Certificate Distribution Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Distribution Payment Account shall be under the sole dominion and control of the Owner Trustee; provided provided, however, that the Servicer may direct the Indenture Trustee may in writing to make deposits to such account the Certificate Payment Account in accordance with the directions of the Servicer pursuant to this Agreement and the IndentureIndenture 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 Distribution 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. In the event that The amounts on deposit in the Certificate Distribution Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at Wilmington Trust Companythe Owner Trustee, the Servicer shall, with the Owner Trustee's ’s assistance as necessary, cause the Certificate Distribution Account to be moved to a Qualified Institution or a Qualified Trust Institution promptly (and in any case within 10 Business Days ten (10) calendar days or such longer period not to exceed 30 thirty (30) calendar days as to which each Rating Agency may consent) and 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 and or location of such accountthe Certificate Payment Account. (fd) The Servicer shallIf, 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 on any Distribution Date, the Seller shall aggregate amount on deposit an amount equal to in the Initial Payahead Collection Account Deposit into and the Payahead Reserve Account from equals or exceeds the net proceeds sum of (i) the Note Balance as of the sale day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date and (iii) the Notes Total Servicing Fee for the preceding Collection Period and any Unreimbursed Servicer Advances for the Certificates. On each Subsequent Transfer Datepreceding Collection Period, 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), (A) transfer 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 Reserve Account shall be withdrawn on such Distribution Date from the Payahead Reserve 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 and (B) include such amounts in accordance with Available Funds for purposes of application pursuant to 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 2.8(a) 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 on such alternative remittance schedule will not result in the downgrading or withdrawal by the Rating Agencies of the ratings tDistribution Date.

Accounts. (a) The Servicer shallshall establish, prior to on or before the Closing Date, establish and maintain a segregated trust account in the name of the Indenture Trustee, Trustee at a Qualified Institution or Qualified Trust an Eligible Institution (which shall initially be the corporate Indenture Trustee) a segregated trust department of Bank of Tokyo-Mitsubishi Trust Company), which shall be 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 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 all shall be applied as provided in this Agreement. All deposits to and withdrawals therefrom from the Collection Account shall be made only upon the terms and conditions of the Basic Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2(a)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, Account in Permitted Investments that mature not later than the Business Day immediately prior to preceding the Payment Distribution Date for following the Collection Period to during which such amounts relate and investment is made. All 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 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 If the Collection Account is no longer to be maintained at the corporate trust department of Bank of Tokyo-Mitsubishi Trust CompanyIndenture Trustee, the Servicer shall, with the Indenture Trustee's or Owner Trustee's ’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 a Qualified Institution an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number 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)location of the Collection Account. (b) The Servicer shallshall establish, prior to on or before 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 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 an Eligible 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 4.12. 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 the Indenture. In The amounts on deposit in the event that Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the corporate trust department of Bank of Tokyo-Mitsubishi Trust CompanyIndenture Trustee, the Servicer shall, with the Indenture Trustee's ’s assistance as necessary, cause the Note Payment Account to be moved to a Qualified Institution or a Qualified Trust Institution promptly (and in any case within 10 Business Days ten (10) calendar days or such longer period not to exceed 30 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. (ec) The Servicer shallshall establish, prior to on or before the Closing Date, establish and maintain a segregated trust account in the name of the Trust Owner Trustee at a Qualified Institution or Qualified Trust an Eligible Institution (which shall initially be Wilmington Trust Company), which shall be the Owner Trustee) a segregated trust account designated as the "“CarMax Auto Owner Trust 2014-3 Trust Account” (the “Certificate Distribution Payment Account." Except as provided in the Trust Agreement, the ”). The Certificate Distribution Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Distribution Payment Account shall be under the sole dominion and control of the Owner Trustee; provided provided, however, that the Servicer may direct the Indenture Trustee may in writing to make deposits to such account the Certificate Payment Account in accordance with the directions of the Servicer pursuant to this Agreement and the IndentureIndenture 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 Distribution 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. In the event that The amounts on deposit in the Certificate Distribution Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at Wilmington Trust Companythe Owner Trustee, the Servicer shall, with the Owner Trustee's ’s assistance as necessary, cause the Certificate Distribution Account to be moved to a Qualified Institution or a Qualified Trust Institution promptly (and in any case within 10 Business Days ten (10) calendar days or such longer period not to exceed 30 thirty (30) calendar days as to which each Rating Agency may consent) and 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 and or location of such accountthe Certificate Payment Account. (fd) The Servicer shallIf, 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 on any Distribution Date, the Seller shall aggregate amount on deposit an amount equal to in the Initial Payahead Collection Account Deposit into and the Payahead Reserve Account from equals or exceeds the net proceeds sum of (i) the Note Balance as of the sale day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date and (iii) the Notes Total Servicing Fee for the preceding Collection Period and any Unreimbursed Servicer Advances for the Certificates. On each Subsequent Transfer Datepreceding Collection Period, 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), (A) transfer 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 Reserve Account shall be withdrawn on such Distribution Date from the Payahead Reserve 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 and (B) include such amounts in accordance with Available Funds for purposes of application pursuant to 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 2.8(a) 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 on such alternative remittance schedule will not result in the downgrading or withdrawal by the Rating Agencies of the ratings tDistribution Date.

Accounts. (a) The Servicer shallshall establish, prior to on or before the Closing Date, establish and maintain a segregated trust account in the name of the Indenture Trustee, Trustee at a Qualified Institution or Qualified Trust an Eligible Institution (which shall initially be the corporate Indenture Trustee) a segregated trust department of Bank of Tokyo-Mitsubishi Trust Company), which shall be 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 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 all shall be applied as provided in this Agreement. All deposits to and withdrawals therefrom from the Collection Account shall be made only upon the terms and conditions of the Basic Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2(a)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, Account in Permitted Investments that mature not later than the Business Day immediately prior to preceding the Payment Distribution Date for following the Collection Period to during which such amounts relate and investment is made. All 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 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 If the Collection Account is no longer to be maintained at the corporate trust department of Bank of Tokyo-Mitsubishi Trust CompanyIndenture Trustee, the Servicer shall, with the Indenture Trustee's or Owner Trustee's ’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 a Qualified Institution an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number 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)location of the Collection Account. (b) The Servicer shallshall establish, prior to on or before 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 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 an Eligible 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 4.12. 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 the Indenture. In The amounts on deposit in the event that Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the corporate trust department of Bank of Tokyo-Mitsubishi Trust CompanyIndenture Trustee, the Servicer shall, with the Indenture Trustee's ’s assistance as necessary, cause the Note Payment Account to be moved to a Qualified Institution or a Qualified Trust Institution promptly (and in any case within 10 Business Days ten (10) calendar days or such longer period not to exceed 30 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. (ec) The Servicer shallshall establish, prior to on or before the Closing Date, establish and maintain a segregated trust account in the name of the Trust Owner Trustee at a Qualified Institution or Qualified Trust an Eligible Institution (which shall initially be Wilmington Trust Company), which shall be the Owner Trustee) a segregated trust account designated as the "“CarMax Auto Owner Trust 2004-2 Trust Account” (the “Certificate Distribution Payment Account." Except as provided in the Trust Agreement, the ”). The Certificate Distribution Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Distribution Payment Account shall be under the sole dominion and control of the Owner Trustee; provided provided, however, that the Servicer may direct the Indenture Trustee may in writing to make deposits to such account the Certificate Payment Account in accordance with the directions of the Servicer pursuant to this Agreement and the IndentureIndenture 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 Distribution 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. In the event that The amounts on deposit in the Certificate Distribution Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at Wilmington Trust Companythe Owner Trustee, the Servicer shall, with the Owner Trustee's ’s assistance as necessary, cause the Certificate Distribution Account to be moved to a Qualified Institution or a Qualified Trust Institution promptly (and in any case within 10 Business Days ten (10) calendar days or such longer period not to exceed 30 thirty (30) calendar days as to which each Rating Agency may consent) and 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 and or 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 Certificate Payment 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, 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-Tokyo - Mitsubishi Trust Company), which shall be designated as 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, 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 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. If the Servicer is required to remit collections pursuant to the first sentence of Section 4.2(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, 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 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 the corporate trust department of Bank of Tokyo-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 10 ten (10) Business Days (or such longer period not to exceed 30 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-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-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 ten (10) Business Days (or such longer period not to exceed 30 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 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 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 corporate trust department of Bank of Tokyo-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 released to the Seller at the time and in the manner provided in Section 4.124.9. In the event that the Negative Carry Account is no longer to be maintained at the corporate trust department of Bank of Tokyo-Tokyo - Mitsubishi Trust Company, the Servicer shall, with the Indenture Trustee's or Owner Trustee's assistance as necessary, cause the Negative Carry Collection Account to be moved to a Qualified Institution or a Qualified Trust Institution within 10 ten (10) Business Days (or such longer period not to exceed 30 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 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 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 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-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. 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. In the event that the Note Payment Account is no longer to be maintained at the corporate trust department of Bank of Tokyo-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 ten (10) Business Days (or such longer period not to exceed 30 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 Trust 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 10 ten (10) Business Days (or such longer period not to exceed 30 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-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-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 ten (10) Business Days (or such longer period not to exceed 30 thirty (30) calendar days as to which each Rating Agency may consent). (g) Notwithstanding the provisions of clause (gd) 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" P-1 by Moody's, ▇▇▇▇▇'▇ and is at least "A-1" 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 twit

Accounts. (a) The Servicer shallshall establish, prior to on or before the Closing Date, establish and maintain a segregated trust account in the name of the Indenture Trustee, Trustee at a Qualified Institution or Qualified Trust an Eligible Institution (which shall initially be the corporate Indenture Trustee) a segregated trust department of Bank of Tokyo-Mitsubishi Trust Company), which shall be 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 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 all shall be applied as provided in this Agreement. All deposits to and withdrawals therefrom from the Collection Account shall be made only upon the terms and conditions of the Basic Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2(a)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, Account in Permitted Investments that mature not later than the Business Day immediately prior to preceding the Payment Distribution Date for following the Collection Period to during which such amounts relate and investment is made. All 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 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 If the Collection Account is no longer to be maintained at the corporate trust department of Bank of Tokyo-Mitsubishi Trust CompanyIndenture Trustee, 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 promptly (and in any case within 10 Business Days ten (10) calendar days or such longer period not to exceed 30 thirty (30) calendar days as to which each Rating Agency 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 shallshall establish, prior to on or before 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 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 an Eligible 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 4.12. 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 the Indenture. In The amounts on deposit in the event that Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the corporate trust department of Bank of Tokyo-Mitsubishi Trust CompanyIndenture Trustee, 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 promptly (and in any case within 10 Business Days ten (10) calendar days or such longer period not to exceed 30 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. (ec) The Servicer shallshall establish, prior to on or before the Closing Date, establish and maintain a segregated trust account in the name of the Trust Owner Trustee at a Qualified Institution or Qualified Trust an Eligible Institution (which shall initially be Wilmington Trust Company), which shall be the Owner Trustee) a segregated trust account designated as the "CarMax Auto Owner Trust 20[__]-[__] Trust Account" (the "Certificate Distribution Payment Account." Except as provided in the Trust Agreement, the "). The Certificate Distribution Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Distribution Payment Account shall be under the sole dominion and control of the Owner Trustee; provided provided, however, that the Servicer may direct the Indenture Trustee may in writing to make deposits to such account the Certificate Payment Account in accordance with the directions of the Servicer pursuant to this Agreement and the IndentureIndenture 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 Distribution 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. In the event that The amounts on deposit in the Certificate Distribution Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at Wilmington Trust Companythe Owner Trustee, 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 promptly (and in any case within 10 Business Days ten (10) calendar days or such longer period not to exceed 30 thirty (30) calendar days as to which each Rating Agency may consent) and 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 and or 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 Certificate Payment 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 shallshall establish, prior to on or before the Closing Date, establish and maintain a segregated trust account in the name of the Indenture Trustee, Trustee at a Qualified Institution or Qualified Trust an Eligible Institution (which shall initially be the corporate Indenture Trustee) a segregated trust department of Bank of Tokyo-Mitsubishi Trust Company), which shall be account designated as the "Collection Account (the “Collection Account." ”). The Collection Account shall be held in trust for the benefit of the Noteholders Noteholders, 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 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 all shall be applied as provided in this Agreement. All deposits to and withdrawals therefrom from the Collection Account shall be made only upon the terms and conditions of the Basic Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2(a)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, Account in Permitted Investments that mature not later than the Business Day immediately prior to preceding the Payment Distribution Date for following the Collection Period to during which such amounts relate and investment is made. All 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 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 If the Collection Account is no longer to be maintained at the corporate trust department of Bank of Tokyo-Mitsubishi Trust CompanyIndenture Trustee, the Servicer shall, with the Indenture Trustee's or Owner Trustee's ’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 a Qualified Institution an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number 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)location of the Collection Account. (b) The Servicer shallshall establish, prior to on or before 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 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 an Eligible 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 4.12. 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 the Indenture. In The amounts on deposit in the event that Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the corporate trust department of Bank of Tokyo-Mitsubishi Trust CompanyIndenture Trustee, the Servicer shall, with the Indenture Trustee's ’s assistance as necessary, cause the Note Payment Account to be moved to a Qualified Institution or a Qualified Trust Institution promptly (and in any case within 10 Business Days ten (10) calendar days or such longer period not to exceed 30 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. (ec) The Servicer shallshall establish, prior to on or before the Closing Date, establish and maintain a segregated trust account in the name of the Trust Owner Trustee at a Qualified Institution or Qualified Trust an Eligible Institution (which shall initially be Wilmington Trust Company), which shall be the Owner Trustee) a segregated trust account designated as the "“CarMax Auto Owner Trust 2008-2 Trust Account” (the “Certificate Distribution Payment Account." Except as provided in the Trust Agreement, the ”). The Certificate Distribution Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Distribution Payment Account shall be under the sole dominion and control of the Owner Trustee; provided provided, however, that the Servicer may direct the Indenture Trustee may in writing to make deposits to such account the Certificate Payment Account in accordance with the directions of the Servicer pursuant to this Agreement and the IndentureIndenture 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 Distribution 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. In the event that The amounts on deposit in the Certificate Distribution Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at Wilmington Trust Companythe Owner Trustee, the Servicer shall, with the Owner Trustee's ’s assistance as necessary, cause the Certificate Distribution Account to be moved to a Qualified Institution or a Qualified Trust Institution promptly (and in any case within 10 Business Days ten (10) calendar days or such longer period not to exceed 30 thirty (30) calendar days as to which each Rating Agency may consent) and 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 and or location of such accountthe Certificate Payment Account. (fd) The Servicer shallIf, 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 on any Distribution Date, the Seller shall aggregate amount on deposit an amount equal 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 owed to the Initial Payahead Account Deposit into Swap Counterparty under the Payahead Account from the net proceeds of the sale of the Notes and the Certificates. On each Subsequent Transfer DateSwap Agreement, 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), (A) transfer 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 Reserve Account shall be withdrawn on such Distribution Date from the Payahead Reserve 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 and (B) include such amounts in accordance with Available Funds for purposes of application pursuant to 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 2.8(a) 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 on such alternative remittance schedule will not result in the downgrading or withdrawal by the Rating Agencies of the ratings tDistribution Date.

Accounts. (a) The Servicer shallshall establish, prior to on or before the Closing Date, establish and maintain a segregated trust account in the name of the Indenture Trustee, Trustee at a Qualified Institution or Qualified Trust an Eligible Institution (which shall initially be the corporate Indenture Trustee) a segregated trust department of Bank of Tokyo-Mitsubishi Trust Company), which shall be account designated as the "Collection Account (the “Collection Account." ”). The Collection Account shall be held in trust for the benefit of the Noteholders Noteholders, 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 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 all shall be applied as provided in this Agreement. All deposits to and withdrawals therefrom from the Collection Account shall be made only upon the terms and conditions of the Basic Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2(a)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, Account in Permitted Investments that mature not later than the Business Day immediately prior to preceding the Payment Distribution Date for following the Collection Period to during which such amounts relate and investment is made. All 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 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 If the Collection Account is no longer to be maintained at the corporate trust department of Bank of Tokyo-Mitsubishi Trust CompanyIndenture Trustee, the Servicer shall, with the Indenture Trustee's or Owner Trustee's ’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 a Qualified Institution an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number 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)location of the Collection Account. (b) The Servicer shallshall establish, prior to on or before 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 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 an Eligible 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 4.12. 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 the Indenture. In The amounts on deposit in the event that Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the corporate trust department of Bank of Tokyo-Mitsubishi Trust CompanyIndenture Trustee, the Servicer shall, with the Indenture Trustee's ’s assistance as necessary, cause the Note Payment Account to be moved to a Qualified Institution or a Qualified Trust Institution promptly (and in any case within 10 Business Days ten (10) calendar days or such longer period not to exceed 30 calendar days as to which each Rating Agency may consent). thirty (e30) 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 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). (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 tEligible

Accounts. (a) 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 "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, 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 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. If the Servicer is required to remit collections pursuant to the first sentence of Section 4.2(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, 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 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 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 10 ten Business Days (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 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 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 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 4.12. 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 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. 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. 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 ten Business Days (or such longer period not to exceed 30 calendar days as to which each Rating Agency may consent). (ec) 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 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. (fd) 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 ten Business Days (or such longer period not to exceed 30 calendar days as to which each Rating Agency may consent). (ge) Notwithstanding the provisions of clause (gf) 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 ▇▇ ▇▇▇nts 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 tthen 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(e) 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 shallshall establish, prior to on or before the Closing Date, establish and maintain a segregated trust account in the name of the Indenture Trustee, Trustee at a Qualified Institution or Qualified Trust an Eligible Institution (which shall initially be the corporate Indenture Trustee) a segregated trust department of Bank of Tokyo-Mitsubishi Trust Company), which shall be 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 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 all shall be applied as provided in this Agreement. All deposits to and withdrawals therefrom from the Collection Account shall be made only upon the terms and conditions of the Basic Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2(a)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, Account in Permitted Investments that mature not later than the Business Day immediately prior to preceding the Payment Distribution Date for following the Collection Period to during which such amounts relate and investment is made. All 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 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 If the Collection Account is no longer to be maintained at the corporate trust department of Bank of Tokyo-Mitsubishi Trust CompanyIndenture Trustee, the Servicer shall, with the Indenture Trustee's or Owner Trustee's ’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 a Qualified Institution an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number 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)location of the Collection Account. (b) The Servicer shallshall establish, prior to on or before 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 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 an Eligible 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 4.12. 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 the Indenture. In The amounts on deposit in the event that Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the corporate trust department of Bank of Tokyo-Mitsubishi Trust CompanyIndenture Trustee, the Servicer shall, with the Indenture Trustee's ’s assistance as necessary, cause the Note Payment Account to be moved to a Qualified Institution or a Qualified Trust Institution promptly (and in any case within 10 Business Days ten (10) calendar days or such longer period not to exceed 30 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. (ec) The Servicer shallshall establish, prior to on or before the Closing Date, establish and maintain a segregated trust account in the name of the Trust Owner Trustee at a Qualified Institution or Qualified Trust an Eligible Institution (which shall initially be Wilmington Trust Company), which shall be the Owner Trustee) a segregated trust account designated as the "“CarMax Auto Owner Trust 2005-3 Trust Account” (the “Certificate Distribution Payment Account." Except as provided in the Trust Agreement, the ”). The Certificate Distribution Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Distribution Payment Account shall be under the sole dominion and control of the Owner Trustee; provided provided, however, that the Servicer may direct the Indenture Trustee may in writing to make deposits to such account the Certificate Payment Account in accordance with the directions of the Servicer pursuant to this Agreement and the IndentureIndenture 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 Distribution 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. In the event that The amounts on deposit in the Certificate Distribution Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at Wilmington Trust Companythe Owner Trustee, the Servicer shall, with the Owner Trustee's ’s assistance as necessary, cause the Certificate Distribution Account to be moved to a Qualified Institution or a Qualified Trust Institution promptly (and in any case within 10 Business Days ten (10) calendar days or such longer period not to exceed 30 thirty (30) calendar days as to which each Rating Agency may consent) and 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 and or location of such accountthe Certificate Payment Account. (fd) The Servicer shallIf, 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 on any Distribution Date, the Seller shall aggregate amount on deposit an amount equal to in the Initial Payahead Collection Account, the Reserve Account Deposit into and the Payahead Secondary Reserve Account from equals or exceeds the net proceeds sum of (i) the Note Balance as of the sale day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date and (iii) the Notes Total Servicing Fee for the preceding Collection Period and any Unreimbursed Servicer Advances for the Certificates. On each Subsequent Transfer Datepreceding Collection Period, 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), (A) transfer 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 Reserve Account shall be withdrawn on such Distribution Date from the Payahead Reserve 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 ServicerCollection Account, (iiB) 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 transfer all amounts on deposit in the Payahead Secondary Reserve Account but instead may be remitted to and held by on such Distribution Date from 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 Secondary Reserve Account to the Collection Account and (C) include such amounts in accordance with Available Funds for purposes of application pursuant to 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 2.8(a) 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 on such alternative remittance schedule will not result in the downgrading or withdrawal by the Rating Agencies of the ratings tDistribution Date.

Accounts. (a) The Servicer shallshall establish, prior to on or before the Closing Date, establish and maintain a segregated trust account in the name of the Indenture Trustee, Trustee at a Qualified Institution or Qualified Trust an Eligible Institution (which shall initially be the corporate Indenture Trustee) a segregated trust department of Bank of Tokyo-Mitsubishi Trust Company), which shall be 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 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 all shall be applied as provided in this Agreement. All deposits to and withdrawals therefrom from the Collection Account shall be made only upon the terms and conditions of the Basic Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2(a)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, Account in Permitted Investments that mature not later than the Business Day immediately prior to preceding the Payment Distribution Date for following the Collection Period to during which such amounts relate and investment is made. All 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 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 If the Collection Account is no longer to be maintained at the corporate trust department of Bank of Tokyo-Mitsubishi Trust CompanyIndenture Trustee, the Servicer shall, with the Indenture Trustee's or Owner Trustee's ’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 a Qualified Institution an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number 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)location of the Collection Account. (b) The Servicer shallshall establish, prior to on or before 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 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 an Eligible 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 4.12. 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 the Indenture. In The amounts on deposit in the event that Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the corporate trust department of Bank of Tokyo-Mitsubishi Trust CompanyIndenture Trustee, the Servicer shall, with the Indenture Trustee's ’s assistance as necessary, cause the Note Payment Account to be moved to a Qualified Institution or a Qualified Trust Institution promptly (and in any case within 10 Business Days ten (10) calendar days or such longer period not to exceed 30 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. (ec) The Servicer shallshall establish, prior to on or before the Closing Date, establish and maintain a segregated trust account in the name of the Trust Owner Trustee at a Qualified Institution or Qualified Trust an Eligible Institution (which shall initially be Wilmington Trust Company), which shall be the Owner Trustee) a segregated trust account designated as the "“CarMax Auto Owner Trust 2012-1 Trust Account” (the “Certificate Distribution Payment Account." Except as provided in the Trust Agreement, the ”). The Certificate Distribution Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Distribution Payment Account shall be under the sole dominion and control of the Owner Trustee; provided provided, however, that the Servicer may direct the Indenture Trustee may in writing to make deposits to such account the Certificate Payment Account in accordance with the directions of the Servicer pursuant to this Agreement and the IndentureIndenture 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 Distribution 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. In the event that The amounts on deposit in the Certificate Distribution Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at Wilmington Trust Companythe Owner Trustee, the Servicer shall, with the Owner Trustee's ’s assistance as necessary, cause the Certificate Distribution Account to be moved to a Qualified Institution or a Qualified Trust Institution promptly (and in any case within 10 Business Days ten (10) calendar days or such longer period not to exceed 30 thirty (30) calendar days as to which each Rating Agency may consent) and 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 and or location of such accountthe Certificate Payment Account. (fd) The Servicer shallIf, 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 on any Distribution Date, the Seller shall aggregate amount on deposit an amount equal to in the Initial Payahead Collection Account Deposit into and the Payahead Reserve Account from equals or exceeds the net proceeds sum of (i) the Note Balance as of the sale day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date and (iii) the Notes Total Servicing Fee for the preceding Collection Period and any Unreimbursed Servicer Advances for the Certificates. On each Subsequent Transfer Datepreceding Collection Period, 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), (A) transfer 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 Reserve Account shall be withdrawn on such Distribution Date from the Payahead Reserve 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 and (B) include such amounts in accordance with Available Funds for purposes of application pursuant to 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 2.8(a) 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 on such alternative remittance schedule will not result in the downgrading or withdrawal by the Rating Agencies of the ratings tDistribution Date.

Accounts. (a) The Servicer shallshall establish, prior to on or before the Closing Date, establish and maintain a segregated trust account in the name of the Indenture Trustee, Trustee at a Qualified Institution or Qualified Trust an Eligible Institution (which shall initially be the corporate Indenture Trustee) a segregated trust department of Bank of Tokyo-Mitsubishi Trust Company), which shall be 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 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 all shall be applied as provided in this Agreement. All deposits to and withdrawals therefrom from the Collection Account shall be made only upon the terms and conditions of the Basic Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2(a)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, Account in Permitted Investments that mature not later than the Business Day immediately prior to preceding the Payment Distribution Date for following the Collection Period to during which such amounts relate and investment is made. All 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 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 If the Collection Account is no longer to be maintained at the corporate trust department of Bank of Tokyo-Mitsubishi Trust CompanyIndenture Trustee, the Servicer shall, with the Indenture Trustee's or Owner Trustee's ’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 a Qualified Institution an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number 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)location of the Collection Account. (b) The Servicer shallshall establish, prior to on or before 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 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 an Eligible 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 4.12. 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 the Indenture. In The amounts on deposit in the event that Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the corporate trust department of Bank of Tokyo-Mitsubishi Trust CompanyIndenture Trustee, the Servicer shall, with the Indenture Trustee's ’s assistance as necessary, cause the Note Payment Account to be moved to a Qualified Institution or a Qualified Trust Institution promptly (and in any case within 10 Business Days ten (10) calendar days or such longer period not to exceed 30 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. (ec) The Servicer shallshall establish, prior to on or before the Closing Date, establish and maintain a segregated trust account in the name of the Trust Owner Trustee at a Qualified Institution or Qualified Trust an Eligible Institution (which shall initially be Wilmington Trust Company), which shall be the Owner Trustee) a segregated trust account designated as the "“CarMax Auto Owner Trust 2015-4 Trust Account” (the “Certificate Distribution Payment Account." Except as provided in the Trust Agreement, the ”). The Certificate Distribution Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Distribution Payment Account shall be under the sole dominion and control of the Owner Trustee; provided provided, however, that the Servicer may direct the Indenture Trustee may in writing to make deposits to such account the Certificate Payment Account in accordance with the directions of the Servicer pursuant to this Agreement and the IndentureIndenture 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 Distribution 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. In the event that The amounts on deposit in the Certificate Distribution Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at Wilmington Trust Companythe Owner Trustee, the Servicer shall, with the Owner Trustee's ’s assistance as necessary, cause the Certificate Distribution Account to be moved to a Qualified Institution or a Qualified Trust Institution promptly (and in any case within 10 Business Days ten (10) calendar days or such longer period not to exceed 30 thirty (30) calendar days as to which each Rating Agency may consent) and 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 and or location of such accountthe Certificate Payment Account. (fd) The Servicer shallIf, 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 on any Distribution Date, the Seller shall aggregate amount on deposit an amount equal to in the Initial Payahead Collection Account Deposit into and the Payahead Reserve Account from equals or exceeds the net proceeds sum of (i) the Note Balance as of the sale day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date and (iii) the Notes Total Servicing Fee for the preceding Collection Period and any Unreimbursed Servicer Advances for the Certificates. On each Subsequent Transfer Datepreceding Collection Period, 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), (A) transfer 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 Reserve Account shall be withdrawn on such Distribution Date from the Payahead Reserve 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 and (B) include such amounts in accordance with Available Funds for purposes of application pursuant to 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 2.8(a) 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 on such alternative remittance schedule will not result in the downgrading or withdrawal by the Rating Agencies of the ratings tDistribution Date.

Accounts. (a) The Servicer shallshall establish, prior to on or before the Closing Date, establish and maintain a segregated trust account in the name of the Indenture Trustee, Trustee at a Qualified Institution or Qualified Trust an Eligible Institution (which shall initially be the corporate Indenture Trustee) a segregated trust department of Bank of Tokyo-Mitsubishi Trust Company), which shall be 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 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 all shall be applied as provided in this Agreement. All deposits to and withdrawals therefrom from the Collection Account shall be made only upon the terms and conditions of the Basic Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2(a)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, Account in Permitted Investments that mature not later than the Business Day immediately prior to preceding the Payment Distribution Date for following the Collection Period to during which such amounts relate and investment is made. All 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 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 If the Collection Account is no longer to be maintained at the corporate trust department of Bank of Tokyo-Mitsubishi Trust CompanyIndenture Trustee, the Servicer shall, with the Indenture Trustee's or Owner Trustee's ’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 a Qualified Institution an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number 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)location of the Collection Account. (b) The Servicer shallshall establish, prior to on or before 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 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 an Eligible 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 4.12. 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 the Indenture. In The amounts on deposit in the event that Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the corporate trust department of Bank of Tokyo-Mitsubishi Trust CompanyIndenture Trustee, the Servicer shall, with the Indenture Trustee's ’s assistance as necessary, cause the Note Payment Account to be moved to a Qualified Institution or a Qualified Trust Institution promptly (and in any case within 10 Business Days ten (10) calendar days or such longer period not to exceed 30 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. (ec) The Servicer shallshall establish, prior to on or before the Closing Date, establish and maintain a segregated trust account in the name of the Trust Owner Trustee at a Qualified Institution or Qualified Trust an Eligible Institution (which shall initially be Wilmington Trust Company), which shall be the Owner Trustee) a segregated trust account designated as the "“CarMax Auto Owner Trust 2009-2 Trust Account” (the “Certificate Distribution Payment Account." Except as provided in the Trust Agreement, the ”). The Certificate Distribution Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Distribution Payment Account shall be under the sole dominion and control of the Owner Trustee; provided provided, however, that the Servicer may direct the Indenture Trustee may in writing to make deposits to such account the Certificate Payment Account in accordance with the directions of the Servicer pursuant to this Agreement and the IndentureIndenture 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 Distribution 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. In the event that The amounts on deposit in the Certificate Distribution Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at Wilmington Trust Companythe Owner Trustee, the Servicer shall, with the Owner Trustee's ’s assistance as necessary, cause the Certificate Distribution Account to be moved to a Qualified Institution or a Qualified Trust Institution promptly (and in any case within 10 Business Days ten (10) calendar days or such longer period not to exceed 30 thirty (30) calendar days as to which each Rating Agency may consent) and 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 and or location of such accountthe Certificate Payment Account. (fd) The Servicer shallIf, 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 on any Distribution Date, the Seller shall aggregate amount on deposit an amount equal to in the Initial Payahead Collection Account Deposit into and the Payahead Reserve Account from equals or exceeds the net proceeds sum of (i) the Note Balance as of the sale day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date and (iii) the Notes Total Servicing Fee for the preceding Collection Period and any Unreimbursed Servicer Advances for the Certificates. On each Subsequent Transfer Datepreceding Collection Period, 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), (A) transfer 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 Reserve Account shall be withdrawn on such Distribution Date from the Payahead Reserve 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 and (B) include such amounts in accordance with Available Funds for purposes of application pursuant to 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 2.8(a) 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 on such alternative remittance schedule will not result in the downgrading or withdrawal by the Rating Agencies of the ratings tDistribution Date.

Accounts. (a) The Servicer shallshall establish, prior to on or before the Closing Date, establish and maintain a segregated trust account in the name of the Indenture Trustee, Trustee at a Qualified Institution or Qualified Trust an Eligible Institution (which shall initially be the corporate Indenture Trustee) a segregated trust department of Bank of Tokyo-Mitsubishi Trust Company), which shall be 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 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 all shall be applied as provided in this Agreement. All deposits to and withdrawals therefrom from the Collection Account shall be made only upon the terms and conditions of the Basic Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2(a)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, Account in Permitted Investments that mature not later than the Business Day immediately prior to preceding the Payment Distribution Date for following the Collection Period to during which such amounts relate and investment is made. All 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 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 If the Collection Account is no longer to be maintained at the corporate trust department of Bank of Tokyo-Mitsubishi Trust CompanyIndenture Trustee, the Servicer shall, with the Indenture Trustee's or Owner Trustee's ’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 a Qualified Institution an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number 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)location of the Collection Account. (b) The Servicer shallshall establish, prior to on or before 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 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 an Eligible 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 4.12. 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 the Indenture. In The amounts on deposit in the event that Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the corporate trust department of Bank of Tokyo-Mitsubishi Trust CompanyIndenture Trustee, the Servicer shall, with the Indenture Trustee's ’s assistance as necessary, cause the Note Payment Account to be moved to a Qualified Institution or a Qualified Trust Institution promptly (and in any case within 10 Business Days ten (10) calendar days or such longer period not to exceed 30 calendar days as to which each Rating Agency may consent). thirty (e30) 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 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). (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 tEligible

Accounts. (a) 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-Tokyo - Mitsubishi Trust Company), which shall be designated as 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, 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 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. If the Servicer is required to remit collections pursuant to the first sentence of Section 4.2(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, 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 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 the corporate trust department of Bank of Tokyo-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 10 ten (10) Business Days (or such longer period not to exceed 30 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-Tokyo - Mitsubishi Trust Company), which shall be designated as the "Pre-Funding and Reinvestment Account." ". The Pre-Funding and Reinvestment Account shall be held in trust for the benefit of the Noteholders and the Certificateholders. The Pre-Funding and 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 Pre-Funding and Reinvestment 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 and 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 Pre-Funding and 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 Pre-Funding and 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 Pre-Funding and Reinvestment Account for deposit to the Collection Account on such date an amount equal to the Pre-Funding and Reinvestment Account Investment Earnings, if any, for the related Collection Period. In the event that the Pre-Funding and Reinvestment Account is no longer to be maintained at the corporate trust department of Bank of Tokyo-Tokyo - Mitsubishi Trust Company, the Servicer shall, with the Indenture Trustee's or Owner Trustee's assistance as necessary, cause the Pre-Funding and Reinvestment Account to be moved to a Qualified Institution or a Qualified Trust Institution within 10 ten (10) Business Days (or such longer period not to exceed 30 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 and 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 Pre-Funding and 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 Pre-Funding and Reinvestment Account shall only be invested in securities or in other assets which the Qualified Institution or Qualified Trust Institution maintaining the Pre-Funding and Reinvestment 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 corporate trust department of Bank of Tokyo-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 released to the Seller at the time and in the manner provided in Section 4.124.9. In the event that the Negative Carry Account is no longer to be maintained at the corporate trust department of Bank of Tokyo-Tokyo - Mitsubishi Trust Company, the Servicer shall, with the Indenture Trustee's or Owner Trustee's assistance as necessary, cause the Negative Carry Collection Account to be moved to a Qualified Institution or a Qualified Trust Institution within 10 ten (10) Business Days (or such longer period not to exceed 30 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 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 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 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-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. 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. In the event that the Note Payment Account is no longer to be maintained at the corporate trust department of Bank of Tokyo-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 ten (10) Business Days (or such longer period not to exceed 30 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 Trust 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 10 ten (10) Business Days (or such longer period not to exceed 30 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-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 and Reinvestment 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-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 ten (10) Business Days (or such longer period not to exceed 30 thirty (30) calendar days as to which each Rating Agency may consent). (g) Notwithstanding the provisions of clause (gd) 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" P-1 by Moody's, 's and is at least "A-1" by S&P and at least "F1" by Fitch Ratings A-▇ ▇▇ ▇&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 withdrawal by the Rating Agencies of the ratings tthe

Accounts. (a) The Servicer shallshall establish, prior to on or before the Closing Date, establish and maintain a segregated trust account in the name of the Indenture Trustee, Trustee at a Qualified Institution or Qualified Trust an Eligible Institution (which shall initially be the corporate Indenture Trustee) a segregated trust department of Bank of Tokyo-Mitsubishi Trust Company), which shall be account designated as the Collection Account (the "Collection Account." "). The Collection Account shall be held in trust for the benefit of the Insurer, 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 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 all shall be applied as provided in this Agreement. All deposits to and withdrawals therefrom from the Collection Account shall be made only upon the terms and conditions of the Basic Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2(a)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, Account in Permitted Investments that mature not later than the Business Day immediately prior to preceding the Payment Distribution Date for following the Collection Period to which such amounts relate and relate. All 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 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 If the Collection Account is no longer to be maintained at the corporate trust department of Bank of Tokyo-Mitsubishi Trust CompanyIndenture Trustee, 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 promptly (and in any case within 10 Business Days ten (10) calendar days or such longer period not to exceed 30 thirty (30) calendar days as to which each Rating Agency 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 shallshall establish, prior to on or before 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 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 an Eligible 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 4.12. 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 the Indenture. In The amounts on deposit in the event that Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the corporate trust department of Bank of Tokyo-Mitsubishi Trust CompanyIndenture Trustee, 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 promptly (and in any case within 10 Business Days ten (10) calendar days or such longer period not to exceed 30 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. (ec) The Servicer shallshall establish, prior to on or before the Closing Date, establish and maintain a segregated trust account in the name of the Trust Owner Trustee at a Qualified Institution or Qualified Trust an Eligible Institution (which shall initially be Wilmington Trust Company), which shall be the Owner Trustee) a segregated trust account designated as the "CarMax Auto Owner Trust 2002-1 Trust Account" (the "Certificate Distribution Payment Account." Except as provided in the Trust Agreement, the "). The Certificate Distribution Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Distribution Payment Account shall be under the sole dominion and control of the Owner Trustee; provided provided, however, that the Servicer may direct the Indenture Trustee may in writing to make deposits to such account the Certificate Payment Account in accordance with the directions of the Servicer pursuant to this Agreement and the IndentureIndenture 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 Distribution 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. In the event that The amounts on deposit in the Certificate Distribution Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at Wilmington Trust Companythe Owner Trustee, 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 promptly (and in any case within 10 Business Days ten (10) calendar days or such longer period not to exceed 30 thirty (30) calendar days as to which each Rating Agency may consent) and 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 and or 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 Certificate Payment 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 shallshall establish, prior to on or before the Closing Date, establish and maintain a segregated trust account in the name of the Indenture Trustee, Trustee at a Qualified Institution or Qualified Trust an Eligible Institution (which shall initially be the corporate Indenture Trustee) a segregated trust department of Bank of Tokyo-Mitsubishi Trust Company), which shall be account designated as the Collection Account (the "Collection Account." "). The Collection ------------------------ Account shall be held in trust for the benefit of the Insurer, 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 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 all shall be applied as provided in this Agreement. All deposits to and withdrawals therefrom from the Collection Account shall be made only upon the terms and conditions of the Basic Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2(a)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, Account in Permitted Investments that mature not later than the Business Day immediately prior to preceding the Payment Distribution Date for following the Collection Period to which such amounts relate and relate. All 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 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 If the Collection Account is no longer to be maintained at the corporate trust department of Bank of Tokyo-Mitsubishi Trust CompanyIndenture Trustee, 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 promptly (and in any case within 10 Business Days ten (10) calendar days or such longer period not to exceed 30 thirty (30) calendar days as to which each Rating Agency 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 shallshall establish, prior to on or before the Closing Date, establish and maintain a segregated trust account in the name of the Indenture Trustee, Trustee at a Qualified Institution or Qualified Trust an Eligible Institution (which shall initially be the corporate Indenture Trustee) a segregated trust department of Bank of Tokyo-Mitsubishi Trust Company), which shall be account designated as the Note Payment Account (the "Pre-Funding Note Payment Account." "). The Pre-Funding Note Payment -------------------- 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 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 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 4.12. 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 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 the Indenture. In The amounts on deposit in the event that Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the corporate trust department of Bank of Tokyo-Mitsubishi Trust CompanyIndenture Trustee, 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 promptly (and in any case within 10 Business Days ten (10) calendar days or such longer period not to exceed 30 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. (ec) The Servicer shallshall establish, prior to on or before the Closing Date, establish and maintain a segregated trust account in the name of the Trust Owner Trustee at a Qualified Institution or Qualified Trust an Eligible Institution (which shall initially be Wilmington Trust Company), which shall be the Owner Trustee) a segregated trust account designated as the Certificate Payment Account (the "Certificate Distribution Payment Account." Except as provided in the Trust Agreement, the "). The --------------------------- Certificate Distribution Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Distribution Payment Account shall be under the sole dominion and control of the Owner Trustee; provided provided, however, that the Servicer -------- ------- may direct the Indenture Trustee may in writing to make deposits to such account the Certificate Payment Account in accordance with the directions of the Servicer pursuant to this Agreement and the IndentureIndenture 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 Distribution 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. In the event that The amounts on deposit in the Certificate Distribution Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at Wilmington Trust Companythe Owner Trustee, 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 promptly (and in any case within 10 Business Days ten (10) calendar days or such longer period not to exceed 30 thirty (30) calendar days as to which each Rating Agency may consent) and 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 and or 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 Certificate Payment 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 shallshall establish, prior to on or before the Closing Date, establish and maintain a segregated trust account in the name of the Indenture Trustee, Trustee at a Qualified Institution or Qualified Trust an Eligible Institution (which shall initially be the corporate Indenture Trustee) a segregated trust department of Bank of Tokyo-Mitsubishi Trust Company), which shall be 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 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 all shall be applied as provided in this Agreement. All deposits to and withdrawals therefrom from the Collection Account shall be made only upon the terms and conditions of the Basic Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2(a)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, Account in Permitted Investments that mature not later than the Business Day immediately prior to preceding the Payment Distribution Date for following the Collection Period to during which such amounts relate and investment is made. All 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 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 If the Collection Account is no longer to be maintained at the corporate trust department of Bank of Tokyo-Mitsubishi Trust CompanyIndenture Trustee, the Servicer shall, with the Indenture Trustee's or Owner Trustee's ’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 a Qualified Institution an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number 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)location of the Collection Account. (b) The Servicer shallshall establish, prior to on or before 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 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 an Eligible 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 4.12. 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 the Indenture. In The amounts on deposit in the event that Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the corporate trust department of Bank of Tokyo-Mitsubishi Trust CompanyIndenture Trustee, the Servicer shall, with the Indenture Trustee's ’s assistance as necessary, cause the Note Payment Account to be moved to a Qualified Institution or a Qualified Trust Institution promptly (and in any case within 10 Business Days ten (10) calendar days or such longer period not to exceed 30 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. (ec) The Servicer shallshall establish, prior to on or before the Closing Date, establish and maintain a segregated trust account in the name of the Trust Owner Trustee at a Qualified Institution or Qualified Trust an Eligible Institution (which shall initially be Wilmington Trust Company), which shall be the Owner Trustee) a segregated trust account designated as the "“CarMax Auto Owner Trust 2011-2 Trust Account” (the “Certificate Distribution Payment Account." Except as provided in the Trust Agreement, the ”). The Certificate Distribution Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Distribution Payment Account shall be under the sole dominion and control of the Owner Trustee; provided provided, however, that the Servicer may direct the Indenture Trustee may in writing to make deposits to such account the Certificate Payment Account in accordance with the directions of the Servicer pursuant to this Agreement and the IndentureIndenture 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 Distribution 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. In the event that The amounts on deposit in the Certificate Distribution Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at Wilmington Trust Companythe Owner Trustee, the Servicer shall, with the Owner Trustee's ’s assistance as necessary, cause the Certificate Distribution Account to be moved to a Qualified Institution or a Qualified Trust Institution promptly (and in any case within 10 Business Days ten (10) calendar days or such longer period not to exceed 30 thirty (30) calendar days as to which each Rating Agency may consent) and 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 and or location of such accountthe Certificate Payment Account. (fd) The Servicer shallIf, 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 on any Distribution Date, the Seller shall aggregate amount on deposit an amount equal to in the Initial Payahead Collection Account Deposit into and the Payahead Reserve Account from equals or exceeds the net proceeds sum of (i) the Note Balance as of the sale day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date and (iii) the Notes Total Servicing Fee for the preceding Collection Period and any Unreimbursed Servicer Advances for the Certificates. On each Subsequent Transfer Datepreceding Collection Period, 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), (A) transfer 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 Reserve Account shall be withdrawn on such Distribution Date from the Payahead Reserve 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 and (B) include such amounts in accordance with Available Funds for purposes of application pursuant to 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 2.8(a) 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 on such alternative remittance schedule will not result in the downgrading or withdrawal by the Rating Agencies of the ratings tDistribution Date.

Accounts. (a) 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 "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, 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 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. If the Servicer is required to remit collections pursuant to the first sentence of Section 4.2(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, 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 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 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 10 ten (10) Business Days (or such longer period not to exceed 30 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 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 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 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 4.12. 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 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. 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. 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 ten (10) Business Days (or such longer period not to exceed 30 thirty (30) calendar days as to which each Rating Agency may consent). (ec) 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 ten (10) Business Days (or such longer period not to exceed 30 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. (fd) 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 ten (10) Business Days (or such longer period not to exceed 30 thirty (30) calendar days as to which each Rating Agency may consent). (ge) Notwithstanding the provisions of clause (gf) 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" Prime-1 by Moody's, at least "A-1" by S&P 's and at least "F1" F-1 by Fitch Ratings Fitch, and (iii) no Events of Servicing Termination Servicin▇ ▇▇▇▇▇nation 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 tthen 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(e) 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, 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 "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, 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 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. If the Servicer is required to remit collections pursuant to the first sentence of Section 4.2(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, 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 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 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 10 Business Days (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 10 Business Days (or such longer period not to exceed 30 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 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 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) 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 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 4.12. 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 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. 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. 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'sM▇▇▇▇'▇, 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 tthe

Accounts. (a) 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 "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, 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 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. If the Servicer is required to remit collections pursuant to the first sentence of Section 4.2(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, 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 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 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 10 ten (10) Business Days (or such longer period not to exceed 30 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 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 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 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 4.12. 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 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. 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. 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 ten (10) Business Days (or such longer period not to exceed 30 thirty (30) calendar days as to which each Rating Agency may consent). (ec) 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 ten (10) Business Days (or such longer period not to exceed 30 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. (fd) 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 ten (10) Business Days (or such longer period not to exceed 30 thirty (30) calendar days as to which each Rating Agency may consent). (ge) Notwithstanding the provisions of clause (gf) 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" P-1 by Moody's, at least "A-1" A-1 by S&P S&P, and at least "F1" F-1 by Fitch Ratings Fitch, and (iii) no Events ▇▇ ▇▇ents 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 tthen 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(e) 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, 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-Tokyo - Mitsubishi Trust Company), which shall be designated as 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, 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 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. If the Servicer is required to remit collections pursuant to the first sentence of Section 4.2(a)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, 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 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 the corporate trust department of Bank of Tokyo-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 10 ten (10) Business Days (or such longer period not to exceed 30 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-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, 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-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 ten (10) Business Days (or such longer period not to exceed 30 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 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 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 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 4.12. 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 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. 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. 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 shallshall establish, prior to on or before the Closing Date, establish and maintain a segregated trust account in the name of the Indenture Trustee, Trustee at a Qualified Institution or Qualified Trust an Eligible Institution (which shall initially be the corporate Indenture Trustee) a segregated trust department of Bank of Tokyo-Mitsubishi Trust Company), which shall be 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 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 all shall be applied as provided in this Agreement. All deposits to and withdrawals therefrom from the Collection Account shall be made only upon the terms and conditions of the Basic Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2(a)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, Account in Permitted Investments that mature not later than the Business Day immediately prior to preceding the Payment Distribution Date for following the Collection Period to during which such amounts relate and investment is made. All 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 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 If the Collection Account is no longer to be maintained at the corporate trust department of Bank of Tokyo-Mitsubishi Trust CompanyIndenture Trustee, the Servicer shall, with the Indenture Trustee's or Owner Trustee's ’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 a Qualified Institution an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number 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)location of the Collection Account. (b) The Servicer shallshall establish, prior to on or before 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 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 an Eligible 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 4.12. 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 the Indenture. In The amounts on deposit in the event that Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the corporate trust department of Bank of Tokyo-Mitsubishi Trust CompanyIndenture Trustee, the Servicer shall, with the Indenture Trustee's ’s assistance as necessary, cause the Note Payment Account to be moved to a Qualified Institution or a Qualified Trust Institution promptly (and in any case within 10 Business Days ten (10) calendar days or such longer period not to exceed 30 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. (ec) The Servicer shallshall establish, prior to on or before the Closing Date, establish and maintain a segregated trust account in the name of the Trust Owner Trustee at a Qualified Institution or Qualified Trust an Eligible Institution (which shall initially be Wilmington Trust Company), which shall be the Owner Trustee) a segregated trust account designated as the "“CarMax Auto Owner Trust 2007-2 Trust Account” (the “Certificate Distribution Payment Account." Except as provided in the Trust Agreement, the ”). The Certificate Distribution Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Distribution Payment Account shall be under the sole dominion and control of the Owner Trustee; provided provided, however, that the Servicer may direct the Indenture Trustee may in writing to make deposits to such account the Certificate Payment Account in accordance with the directions of the Servicer pursuant to this Agreement and the IndentureIndenture 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 Distribution 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. In the event that The amounts on deposit in the Certificate Distribution Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at Wilmington Trust Companythe Owner Trustee, the Servicer shall, with the Owner Trustee's ’s assistance as necessary, cause the Certificate Distribution Account to be moved to a Qualified Institution or a Qualified Trust Institution promptly (and in any case within 10 Business Days ten (10) calendar days or such longer period not to exceed 30 thirty (30) calendar days as to which each Rating Agency may consent) and 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 and or location of such accountthe Certificate Payment Account. (fd) The Servicer shallIf, 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 on any Distribution Date, the Seller shall aggregate amount on deposit an amount equal to in the Initial Payahead Collection Account Deposit into and the Payahead Reserve Account from equals or exceeds the net proceeds sum of (i) the Note Balance as of the sale day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date and (iii) the Notes Total Servicing Fee for the preceding Collection Period and any Unreimbursed Servicer Advances for the Certificates. On each Subsequent Transfer Datepreceding Collection Period, 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), (A) transfer 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 Reserve Account shall be withdrawn on such Distribution Date from the Payahead Reserve 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 and (B) include such amounts in accordance with Available Funds for purposes of application pursuant to 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 2.8(a) 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 on such alternative remittance schedule will not result in the downgrading or withdrawal by the Rating Agencies of the ratings tDistribution Date.

Accounts. (a) The Servicer shallshall establish, prior to on or before the Closing Date, establish and maintain a segregated trust account in the name of the Indenture Trustee, Trustee at a Qualified Institution or Qualified Trust an Eligible Institution (which shall initially be the corporate Indenture Trustee) a segregated trust department of Bank of Tokyo-Mitsubishi Trust Company), which shall be 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 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 all shall be applied as provided in this Agreement. All deposits to and withdrawals therefrom from the Collection Account shall be made only upon the terms and conditions of the Basic Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2(a)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, Account in Permitted Investments that mature not later than the Business Day immediately prior to preceding the Payment Distribution Date for following the Collection Period to during which such amounts relate and investment is made. All 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 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 If the Collection Account is no longer to be maintained at the corporate trust department of Bank of Tokyo-Mitsubishi Trust CompanyIndenture Trustee, the Servicer shall, with the Indenture Trustee's or Owner Trustee's ’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 a Qualified Institution an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number 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)location of the Collection Account. (b) The Servicer shallshall establish, prior to on or before 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 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 an Eligible 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 4.12. 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 the Indenture. In The amounts on deposit in the event that Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the corporate trust department of Bank of Tokyo-Mitsubishi Trust CompanyIndenture Trustee, the Servicer shall, with the Indenture Trustee's ’s assistance as necessary, cause the Note Payment Account to be moved to a Qualified Institution or a Qualified Trust Institution promptly (and in any case within 10 Business Days ten (10) calendar days or such longer period not to exceed 30 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. (ec) The Servicer shallshall establish, prior to on or before the Closing Date, establish and maintain a segregated trust account in the name of the Trust Owner Trustee at a Qualified Institution or Qualified Trust an Eligible Institution (which shall initially be Wilmington Trust Company), which shall be the Owner Trustee) a segregated trust account designated as the "“CarMax Auto Owner Trust 2014-2 Trust Account” (the “Certificate Distribution Payment Account." Except as provided in the Trust Agreement, the ”). The Certificate Distribution Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Distribution Payment Account shall be under the sole dominion and control of the Owner Trustee; provided provided, however, that the Servicer may direct the Indenture Trustee may in writing to make deposits to such account the Certificate Payment Account in accordance with the directions of the Servicer pursuant to this Agreement and the IndentureIndenture 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 Distribution 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. In the event that The amounts on deposit in the Certificate Distribution Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at Wilmington Trust Companythe Owner Trustee, the Servicer shall, with the Owner Trustee's ’s assistance as necessary, cause the Certificate Distribution Account to be moved to a Qualified Institution or a Qualified Trust Institution promptly (and in any case within 10 Business Days ten (10) calendar days or such longer period not to exceed 30 thirty (30) calendar days as to which each Rating Agency may consent) and 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 and or location of such accountthe Certificate Payment Account. (fd) The Servicer shallIf, 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 on any Distribution Date, the Seller shall aggregate amount on deposit an amount equal to in the Initial Payahead Collection Account Deposit into and the Payahead Reserve Account from equals or exceeds the net proceeds sum of (i) the Note Balance as of the sale day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date and (iii) the Notes Total Servicing Fee for the preceding Collection Period and any Unreimbursed Servicer Advances for the Certificates. On each Subsequent Transfer Datepreceding Collection Period, 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), (A) transfer 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 Reserve Account shall be withdrawn on such Distribution Date from the Payahead Reserve 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 and (B) include such amounts in accordance with Available Funds for purposes of application pursuant to 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 2.8(a) 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 on such alternative remittance schedule will not result in the downgrading or withdrawal by the Rating Agencies of the ratings tDistribution Date.

Accounts. (a) The Servicer shallshall establish, prior to on or before the Closing Date, establish and maintain a segregated trust account in the name of the Indenture Trustee, Trustee at a Qualified Institution or Qualified Trust an Eligible Institution (which shall initially be the corporate Indenture Trustee) a segregated trust department of Bank of Tokyo-Mitsubishi Trust Company), which shall be 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 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 all shall be applied as provided in this Agreement. All deposits to and withdrawals therefrom from the Collection Account shall be made only upon the terms and conditions of the Basic Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2(a)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, Account in Permitted Investments that mature not later than the Business Day immediately prior to preceding the Payment Distribution Date for following the Collection Period to during which such amounts relate and investment is made. All 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 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 If the Collection Account is no longer to be maintained at the corporate trust department of Bank of Tokyo-Mitsubishi Trust CompanyIndenture Trustee, the Servicer shall, with the Indenture Trustee's or Owner Trustee's ’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 a Qualified Institution an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number 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)location of the Collection Account. (b) The Servicer shallshall establish, prior to on or before 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 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 an Eligible 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 4.12. 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 the Indenture. In The amounts on deposit in the event that Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the corporate trust department of Bank of Tokyo-Mitsubishi Trust CompanyIndenture Trustee, the Servicer shall, with the Indenture Trustee's ’s assistance as necessary, cause the Note Payment Account to be moved to a Qualified Institution or a Qualified Trust Institution promptly (and in any case within 10 Business Days ten (10) calendar days or such longer period not to exceed 30 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. (ec) The Servicer shallshall establish, prior to on or before the Closing Date, establish and maintain a segregated trust account in the name of the Trust Owner Trustee at a Qualified Institution or Qualified Trust an Eligible Institution (which shall initially be Wilmington Trust Company), which shall be the Owner Trustee) a segregated trust account designated as the "“CarMax Auto Owner Trust 2013-4 Trust Account” (the “Certificate Distribution Payment Account." Except as provided in the Trust Agreement, the ”). The Certificate Distribution Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Distribution Payment Account shall be under the sole dominion and control of the Owner Trustee; provided provided, however, that the Servicer may direct the Indenture Trustee may in writing to make deposits to such account the Certificate Payment Account in accordance with the directions of the Servicer pursuant to this Agreement and the IndentureIndenture 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 Distribution 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. In the event that The amounts on deposit in the Certificate Distribution Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at Wilmington Trust Companythe Owner Trustee, the Servicer shall, with the Owner Trustee's ’s assistance as necessary, cause the Certificate Distribution Account to be moved to a Qualified Institution or a Qualified Trust Institution promptly (and in any case within 10 Business Days ten (10) calendar days or such longer period not to exceed 30 thirty (30) calendar days as to which each Rating Agency may consent) and 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 and or location of such accountthe Certificate Payment Account. (fd) The Servicer shallIf, 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 on any Distribution Date, the Seller shall aggregate amount on deposit an amount equal to in the Initial Payahead Collection Account Deposit into and the Payahead Reserve Account from equals or exceeds the net proceeds sum of (i) the Note Balance as of the sale day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date and (iii) the Notes Total Servicing Fee for the preceding Collection Period and any Unreimbursed Servicer Advances for the Certificates. On each Subsequent Transfer Datepreceding Collection Period, 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), (A) transfer 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 Reserve Account shall be withdrawn on such Distribution Date from the Payahead Reserve 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 and (B) include such amounts in accordance with Available Funds for purposes of application pursuant to 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 2.8(a) 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 on such alternative remittance schedule will not result in the downgrading or withdrawal by the Rating Agencies of the ratings tDistribution Date.

Accounts. (a) The Servicer shallshall establish, prior to on or before the Closing Date, establish and maintain a segregated trust account in the name of the Indenture Trustee, Trustee at a Qualified Institution or Qualified Trust an Eligible Institution (which shall initially be the corporate Indenture Trustee) a segregated trust department of Bank of Tokyo-Mitsubishi Trust Company), which shall be 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 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 all shall be applied as provided in this Agreement. All deposits to and withdrawals therefrom from the Collection Account shall be made only upon the terms and conditions of the Basic Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2(a)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, Account in Permitted Investments that mature not later than the Business Day immediately prior to preceding the Payment Distribution Date for following the Collection Period to during which such amounts relate and investment is made. All 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 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 If the Collection Account is no longer to be maintained at the corporate trust department of Bank of Tokyo-Mitsubishi Trust CompanyIndenture Trustee, the Servicer shall, with the Indenture Trustee's or 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 shall consent) cause the Collection Account to be moved to a Qualified Institution an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number 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)location of the Collection Account. (b) The Servicer shallshall establish, prior to on or before 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 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 an Eligible 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 4.12. 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 the Indenture. In The amounts on deposit in the event that Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the corporate trust department of Bank of Tokyo-Mitsubishi Trust CompanyIndenture Trustee, 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 promptly (and in any case within 10 Business Days ten (10) calendar days or such longer period not to exceed 30 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. (ec) The Servicer shallshall establish, prior to on or before the Closing Date, establish and maintain a segregated trust account in the name of the Trust Owner Trustee at a Qualified Institution or Qualified Trust an Eligible Institution (which shall initially be Wilmington Trust Company), which shall be the Owner Trustee) a segregated trust account designated as the "CarMax Auto Owner Trust 2003-2 Trust Account" (the "Certificate Distribution Payment Account." Except as provided in the Trust Agreement, the "). The Certificate Distribution Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Distribution Payment Account shall be under the sole dominion and control of the Owner Trustee; provided provided, however, that the Servicer may direct the Indenture Trustee may in writing to make deposits to such account the Certificate Payment Account in accordance with the directions of the Servicer pursuant to this Agreement and the IndentureIndenture 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 Distribution 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. In the event that The amounts on deposit in the Certificate Distribution Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at Wilmington Trust Companythe Owner Trustee, 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 promptly (and in any case within 10 Business Days ten (10) calendar days or such longer period not to exceed 30 thirty (30) calendar days as to which each Rating Agency may consent) and 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 and or 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 Certificate Payment 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 shallshall establish, prior to on or before the Closing Date, establish and maintain a segregated trust account in the name of the Indenture Trustee, Trustee at a Qualified Institution or Qualified Trust an Eligible Institution (which shall initially be the corporate Indenture Trustee) a segregated trust department of Bank of Tokyo-Mitsubishi Trust Company), which shall be account designated as the Collection Account (the "Collection Account." "). The Collection Account shall be held in trust for the benefit of the Insurer, 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 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 all shall be applied as provided in this Agreement. All deposits to and withdrawals therefrom from the Collection Account shall be made only upon the terms and conditions of the Basic Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2(a)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, Account in Permitted Investments that mature not later than the Business Day immediately prior to preceding the Payment Distribution Date for following the Collection Period to which such amounts relate and relate. All 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 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 If the Collection Account is no longer to be maintained at the corporate trust department of Bank of Tokyo-Mitsubishi Trust CompanyIndenture Trustee, 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 promptly (and in any case within 10 Business Days ten (10) calendar days or such longer period not to exceed 30 thirty (30) calendar days as to which each Rating Agency 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 shallshall establish, prior to on or before 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 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 an Eligible 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 4.12. 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 the Indenture. In The amounts on deposit in the event that Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the corporate trust department of Bank of Tokyo-Mitsubishi Trust CompanyIndenture Trustee, 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 promptly (and in any case within 10 Business Days ten (10) calendar days or such longer period not to exceed 30 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. (ec) The Servicer shallshall establish, prior to on or before the Closing Date, establish and maintain a segregated trust account in the name of the Trust Owner Trustee at a Qualified Institution or Qualified Trust an Eligible Institution (which shall initially be Wilmington Trust Company), which shall be the Owner Trustee) a segregated trust account designated as the "CarMax Auto Owner Trust 2002-2 Trust Account" (the "Certificate Distribution Payment Account." Except as provided in the Trust Agreement, the "). The Certificate Distribution Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Distribution Payment Account shall be under the sole dominion and control of the Owner Trustee; provided provided, however, that the Servicer may direct the Indenture Trustee may in writing to make deposits to such account the Certificate Payment Account in accordance with the directions of the Servicer pursuant to this Agreement and the IndentureIndenture 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 Distribution 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. In the event that The amounts on deposit in the Certificate Distribution Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at Wilmington Trust Companythe Owner Trustee, 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 promptly (and in any case within 10 Business Days ten (10) calendar days or such longer period not to exceed 30 thirty (30) calendar days as to which each Rating Agency may consent) and 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 and or 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 Certificate Payment 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 shallshall establish, prior to on or before the Closing Date, establish and maintain a segregated trust account in the name of the Indenture Trustee, Trustee at a Qualified Institution or Qualified Trust an Eligible Institution (which shall initially be the corporate Indenture Trustee) a segregated trust department of Bank of Tokyo-Mitsubishi Trust Company), which shall be 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 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 all shall be applied as provided in this Agreement. All deposits to and withdrawals therefrom from the Collection Account shall be made only upon the terms and conditions of the Basic Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2(a)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, Account in Permitted Investments that mature not later than the Business Day immediately prior to preceding the Payment Distribution Date for following the Collection Period to during which such amounts relate and investment is made. All 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 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 If the Collection Account is no longer to be maintained at the corporate trust department of Bank of Tokyo-Mitsubishi Trust CompanyIndenture Trustee, the Servicer shall, with the Indenture Trustee's or Owner Trustee's ’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 a Qualified Institution an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number 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)location of the Collection Account. (b) The Servicer shallshall establish, prior to on or before 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 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 an Eligible 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 4.12. 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 the Indenture. In The amounts on deposit in the event that Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the corporate trust department of Bank of Tokyo-Mitsubishi Trust CompanyIndenture Trustee, the Servicer shall, with the Indenture Trustee's ’s assistance as necessary, cause the Note Payment Account to be moved to a Qualified Institution or a Qualified Trust Institution promptly (and in any case within 10 Business Days ten (10) calendar days or such longer period not to exceed 30 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. (ec) The Servicer shallshall establish, prior to on or before the Closing Date, establish and maintain a segregated trust account in the name of the Trust Owner Trustee at a Qualified Institution or Qualified Trust an Eligible Institution (which shall initially be Wilmington Trust Company), which shall be the Owner Trustee) a segregated trust account designated as the "“CarMax Auto Owner Trust 2012-3 Trust Account” (the “Certificate Distribution Payment Account." Except as provided in the Trust Agreement, the ”). The Certificate Distribution Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Distribution Payment Account shall be under the sole dominion and control of the Owner Trustee; provided provided, however, that the Servicer may direct the Indenture Trustee may in writing to make deposits to such account the Certificate Payment Account in accordance with the directions of the Servicer pursuant to this Agreement and the IndentureIndenture 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 Distribution 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. In the event that The amounts on deposit in the Certificate Distribution Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at Wilmington Trust Companythe Owner Trustee, the Servicer shall, with the Owner Trustee's ’s assistance as necessary, cause the Certificate Distribution Account to be moved to a Qualified Institution or a Qualified Trust Institution promptly (and in any case within 10 Business Days ten (10) calendar days or such longer period not to exceed 30 thirty (30) calendar days as to which each Rating Agency may consent) and 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 and or location of such accountthe Certificate Payment Account. (fd) The Servicer shallIf, 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 on any Distribution Date, the Seller shall aggregate amount on deposit an amount equal to in the Initial Payahead Collection Account Deposit into and the Payahead Reserve Account from equals or exceeds the net proceeds sum of (i) the Note Balance as of the sale day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date and (iii) the Notes Total Servicing Fee for the preceding Collection Period and any Unreimbursed Servicer Advances for the Certificates. On each Subsequent Transfer Datepreceding Collection Period, 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), (A) transfer 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 Reserve Account shall be withdrawn on such Distribution Date from the Payahead Reserve 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 and (B) include such amounts in accordance with Available Funds for purposes of application pursuant to 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 2.8(a) 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 on such alternative remittance schedule will not result in the downgrading or withdrawal by the Rating Agencies of the ratings tDistribution Date.

Accounts. (a) The Servicer shallshall establish, prior to on or before the Closing Date, establish and maintain a segregated trust account in the name of the Indenture Trustee, Trustee at a Qualified Institution or Qualified Trust an Eligible Institution (which shall initially be the corporate Indenture Trustee) a segregated trust department of Bank of Tokyo-Mitsubishi Trust Company), which shall be 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 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 all shall be applied as provided in this Agreement. All deposits to and withdrawals therefrom from the Collection Account shall be made only upon the terms and conditions of the Basic Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2(a)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, Account in Permitted Investments that mature not later than the Business Day immediately prior to preceding the Payment Distribution Date for following the Collection Period to during which such amounts relate and investment is made. All 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 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 If the Collection Account is no longer to be maintained at the corporate trust department of Bank of Tokyo-Mitsubishi Trust CompanyIndenture Trustee, the Servicer shall, with the Indenture Trustee's or Owner Trustee's ’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 a Qualified Institution an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number 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)location of the Collection Account. (b) The Servicer shallshall establish, prior to on or before 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 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 an Eligible 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 4.12. 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 the Indenture. In The amounts on deposit in the event that Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the corporate trust department of Bank of Tokyo-Mitsubishi Trust CompanyIndenture Trustee, the Servicer shall, with the Indenture Trustee's ’s assistance as necessary, cause the Note Payment Account to be moved to a Qualified Institution or a Qualified Trust Institution promptly (and in any case within 10 Business Days ten (10) calendar days or such longer period not to exceed 30 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. (ec) The Servicer shallshall establish, prior to on or before the Closing Date, establish and maintain a segregated trust account in the name of the Trust Owner Trustee at a Qualified Institution or Qualified Trust an Eligible Institution (which shall initially be Wilmington Trust Company), which shall be the Owner Trustee) a segregated trust account designated as the "“CarMax Auto Owner Trust 2013-3 Trust Account” (the “Certificate Distribution Payment Account." Except as provided in the Trust Agreement, the ”). The Certificate Distribution Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Distribution Payment Account shall be under the sole dominion and control of the Owner Trustee; provided provided, however, that the Servicer may direct the Indenture Trustee may in writing to make deposits to such account the Certificate Payment Account in accordance with the directions of the Servicer pursuant to this Agreement and the IndentureIndenture 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 Distribution 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. In the event that The amounts on deposit in the Certificate Distribution Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at Wilmington Trust Companythe Owner Trustee, the Servicer shall, with the Owner Trustee's ’s assistance as necessary, cause the Certificate Distribution Account to be moved to a Qualified Institution or a Qualified Trust Institution promptly (and in any case within 10 Business Days ten (10) calendar days or such longer period not to exceed 30 thirty (30) calendar days as to which each Rating Agency may consent) and 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 and or location of such accountthe Certificate Payment Account. (fd) The Servicer shallIf, 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 on any Distribution Date, the Seller shall aggregate amount on deposit an amount equal to in the Initial Payahead Collection Account Deposit into and the Payahead Reserve Account from equals or exceeds the net proceeds sum of (i) the Note Balance as of the sale day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date and (iii) the Notes Total Servicing Fee for the preceding Collection Period and any Unreimbursed Servicer Advances for the Certificates. On each Subsequent Transfer Datepreceding Collection Period, 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), (A) transfer 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 Reserve Account shall be withdrawn on such Distribution Date from the Payahead Reserve 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 and (B) include such amounts in accordance with Available Funds for purposes of application pursuant to 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 2.8(a) 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 on such alternative remittance schedule will not result in the downgrading or withdrawal by the Rating Agencies of the ratings tDistribution Date.

Accounts. (a) The Servicer shallshall establish, prior to on or before the Closing Date, establish and maintain a segregated trust account in the name of the Indenture Trustee, Trustee at a Qualified Institution or Qualified Trust an Eligible Institution (which shall initially be the corporate Indenture Trustee) a segregated trust department of Bank of Tokyo-Mitsubishi Trust Company), which shall be 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 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 all shall be applied as provided in this Agreement. All deposits to and withdrawals therefrom from the Collection Account shall be made only upon the terms and conditions of the Basic Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2(a)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, Account in Permitted Investments that mature not later than the Business Day immediately prior to preceding the Payment Distribution Date for following the Collection Period to during which such amounts relate and investment is made. All 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 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 If the Collection Account is no longer to be maintained at the corporate trust department of Bank of Tokyo-Mitsubishi Trust CompanyIndenture Trustee, the Servicer shall, with the Indenture Trustee's or Owner Trustee's ’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 a Qualified Institution an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number 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)location of the Collection Account. (b) The Servicer shallshall establish, prior to on or before 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 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 an Eligible 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 4.12. 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 the Indenture. In The amounts on deposit in the event that Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the corporate trust department of Bank of Tokyo-Mitsubishi Trust CompanyIndenture Trustee, the Servicer shall, with the Indenture Trustee's ’s assistance as necessary, cause the Note Payment Account to be moved to a Qualified Institution or a Qualified Trust Institution promptly (and in any case within 10 Business Days ten (10) calendar days or such longer period not to exceed 30 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. (ec) The Servicer shallshall establish, prior to on or before the Closing Date, establish and maintain a segregated trust account in the name of the Trust Owner Trustee at a Qualified Institution or Qualified Trust an Eligible Institution (which shall initially be Wilmington Trust Company), which shall be the Owner Trustee) a segregated trust account designated as the "“CarMax Auto Owner Trust 2006-1 Trust Account” (the “Certificate Distribution Payment Account." Except as provided in the Trust Agreement, the ”). The Certificate Distribution Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Distribution Payment Account shall be under the sole dominion and control of the Owner Trustee; provided provided, however, that the Servicer may direct the Indenture Trustee may in writing to make deposits to such account the Certificate Payment Account in accordance with the directions of the Servicer pursuant to this Agreement and the IndentureIndenture 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 Distribution 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. In the event that The amounts on deposit in the Certificate Distribution Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at Wilmington Trust Companythe Owner Trustee, the Servicer shall, with the Owner Trustee's ’s assistance as necessary, cause the Certificate Distribution Account to be moved to a Qualified Institution or a Qualified Trust Institution promptly (and in any case within 10 Business Days ten (10) calendar days or such longer period not to exceed 30 thirty (30) calendar days as to which each Rating Agency may consent) and 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 and or location of such accountthe Certificate Payment Account. (fd) The Servicer shallIf, 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 on any Distribution Date, the Seller shall aggregate amount on deposit an amount equal to in the Initial Payahead Collection Account Deposit into and the Payahead Reserve Account from equals or exceeds the net proceeds sum of (i) the Note Balance as of the sale day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date and (iii) the Notes Total Servicing Fee for the preceding Collection Period and any Unreimbursed Servicer Advances for the Certificates. On each Subsequent Transfer Datepreceding Collection Period, 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), (A) transfer 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 Reserve Account shall be withdrawn on such Distribution Date from the Payahead Reserve 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 and (B) include such amounts in accordance with Available Funds for purposes of application pursuant to 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 2.8(a) 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 on such alternative remittance schedule will not result in the downgrading or withdrawal by the Rating Agencies of the ratings tDistribution Date.