CARMAX AUTO FUNDING LLC, as Depositor,Trust Agreement • November 6th, 2003 • Carmax Auto Funding LLC • Asset-backed securities • Delaware
EXHIBIT 1.1 - UNDERWRITING AGREEMENT EXECUTION COPY $600,000,000Underwriting Agreement • November 6th, 2003 • Carmax Auto Funding LLC • Asset-backed securities • New York
Exhibit 3.2 - Limited Liability Company Agreement of the RegistrantLimited Liability Company Agreement • September 26th, 2003 • Carmax Auto Funding LLC • Asset-backed securities • Delaware
ARTICLE III REPRESENTATIONS AND WARRANTIESReceivables Purchase Agreement • November 6th, 2003 • Carmax Auto Funding LLC • Asset-backed securities • New York
INDENTURE Dated as of [__________], 20[__]Indenture • September 26th, 2003 • Carmax Auto Funding LLC • Asset-backed securities • New York
INDENTURE Dated as of [__________], 20[__]Carmax Auto Funding LLC • September 26th, 2003 • Asset-backed securities • New York
EXHIBIT 10.2 - ADMINISTRATION AGREEMENTAdministration Agreement • November 6th, 2003 • Carmax Auto Funding LLC • Asset-backed securities • New York
CARMAX AUTO FUNDING LLC, as Depositor, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Owner Trustee AMENDED AND RESTATED TRUST AGREEMENT Dated as of January 1, 2024Trust Agreement • January 19th, 2024 • Carmax Auto Funding LLC • Asset-backed securities • Delaware
AMENDED AND RESTATED TRUST AGREEMENT, dated as of January 1, 2024 (as amended, supplemented or otherwise modified and in effect from time to time, this “Agreement”), between CARMAX AUTO FUNDING LLC, a Delaware limited liability company, as depositor (the “Depositor”), and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as owner trustee and not in its individual capacity (in such capacity, the “Owner Trustee”).
CARMAX AUTO OWNER TRUST 2024-1, as Issuer, CARMAX BUSINESS SERVICES, LLC, as Administrator, and as Indenture Trustee ADMINISTRATION AGREEMENT Dated as of January 1, 2024Administration Agreement • January 19th, 2024 • Carmax Auto Funding LLC • Asset-backed securities • New York
ADMINISTRATION AGREEMENT, dated as of January 1, 2024 (as amended, supplemented or otherwise modified and in effect from time to time, this “Agreement”), by and among CARMAX AUTO OWNER TRUST 2024-1, a Delaware statutory trust (the “Issuer”), CARMAX BUSINESS SERVICES, LLC, a Delaware limited liability company, as administrator (in such capacity, the “Administrator”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity but solely as indenture trustee (in such capacity, the “Indenture Trustee”).
CARMAX AUTO OWNER TRUST 2024-1, as Issuer, CARMAX AUTO FUNDING LLC, as Depositor, and CARMAX BUSINESS SERVICES, LLC, as Servicer SALE AND SERVICING AGREEMENT Dated as of January 1, 2024Sale and Servicing Agreement • January 19th, 2024 • Carmax Auto Funding LLC • Asset-backed securities • New York
SALE AND SERVICING AGREEMENT, dated as of January 1, 2024 (as amended, supplemented or otherwise modified and in effect from time to time, this “Agreement”), among CARMAX AUTO OWNER TRUST 2024-1, a Delaware statutory trust (the “Trust” or the “Issuer”), CARMAX AUTO FUNDING LLC, a Delaware limited liability company (the “Depositor”), and CARMAX BUSINESS SERVICES, LLC, a Delaware limited liability company (“CarMax”), as servicer (in such capacity, the “Servicer”).
CARMAX BUSINESS SERVICES, LLC, as Seller, and CARMAX AUTO FUNDING LLC, as Purchaser RECEIVABLES PURCHASE AGREEMENT Dated as of January 1, 2024Receivables Purchase Agreement • January 19th, 2024 • Carmax Auto Funding LLC • Asset-backed securities • New York
This Receivables Purchase Agreement, dated as of January 1, 2024, is between CarMax Business Services, LLC, a Delaware limited liability company (“CarMax”), as seller (the “Seller”), and CarMax Auto Funding LLC, a Delaware limited liability company (“CarMax Funding”), as purchaser (the “Purchaser”).
CARMAX AUTO OWNER TRUST 2022-1, as Issuer, and U.S. BANK NATIONAL ASSOCIATION, as Indenture Trustee INDENTURE Dated as of January 1, 2022 $287,000,000 0.31282% Class A-1 Asset-backed Notes $540,700,000 0.91% Class A-2 Asset-backed Notes $540,700,000...Indenture • January 26th, 2022 • Carmax Auto Funding LLC • Asset-backed securities • New York
INDENTURE, dated as of January 1, 2022 (as amended, supplemented or otherwise modified and in effect from time to time, this “Indenture”), between CARMAX AUTO OWNER TRUST 2022-1, a Delaware statutory trust (the “Issuer”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, not in its individual capacity but solely as indenture trustee (in such capacity, the “Indenture Trustee”).
ASSET REPRESENTATIONS REVIEW AGREEMENT CARMAX AUTO OWNER TRUST 2024-1, as Issuer, and CARMAX BUSINESS SERVICES, LLC, as Servicer, and CLAYTON FIXED INCOME SERVICES LLC, as Asset Representations Reviewer Dated as of January 1, 2024Asset Representations Review Agreement • January 19th, 2024 • Carmax Auto Funding LLC • Asset-backed securities • New York
This ASSET REPRESENTATIONS REVIEW AGREEMENT (this “Agreement”), entered into as of January 1, 2024, by and among CARMAX AUTO OWNER TRUST 2024-1, a Delaware statutory trust (the “Issuer”), CARMAX BUSINESS SERVICES, LLC, a Delaware limited liability company (the “Servicer”), and CLAYTON FIXED INCOME SERVICES LLC, a Delaware limited liability company (the “Asset Representations Reviewer”).
CARMAX BUSINESS SERVICES, LLC, as Seller, and CARMAX AUTO FUNDING LLC, as Purchaser RECEIVABLES PURCHASE AGREEMENT Dated as of February 1, 2014Receivables Purchase Agreement • February 13th, 2014 • Carmax Auto Funding LLC • Asset-backed securities • New York
This Receivables Purchase Agreement, dated as of February 1, 2014, is between CarMax Business Services, LLC, a Delaware limited liability company (“CarMax”), as seller (the “Seller”), and CarMax Auto Funding LLC, a Delaware limited liability company (“CarMax Funding”), as purchaser (the “Purchaser”).
CARMAX AUTO OWNER TRUST 2024-1, as Issuer, and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Indenture Trustee INDENTURE Dated as of January 1, 2024 $275,100,000 5.511% Class A-1 Asset-backed Notes $325,000,000 5.30% Class A-2a Asset-backed Notes...Indenture • January 19th, 2024 • Carmax Auto Funding LLC • Asset-backed securities • New York
INDENTURE, dated as of January 1, 2024 (as amended, supplemented or otherwise modified and in effect from time to time, this “Indenture”), between CARMAX AUTO OWNER TRUST 2024-1, a Delaware statutory trust (the “Issuer”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity but solely as indenture trustee (in such capacity, the “Indenture Trustee”).
CARMAX AUTO FUNDING LLC, as Depositor, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Owner Trustee AMENDED AND RESTATED TRUST AGREEMENT Dated as of October 1, 2023Trust Agreement • October 18th, 2023 • Carmax Auto Funding LLC • Asset-backed securities • Delaware
AMENDED AND RESTATED TRUST AGREEMENT, dated as of October 1, 2023 (as amended, supplemented or otherwise modified and in effect from time to time, this “Agreement”), between CARMAX AUTO FUNDING LLC, a Delaware limited liability company, as depositor (the “Depositor”), and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as owner trustee and not in its individual capacity (in such capacity, the “Owner Trustee”).
CARMAX AUTO OWNER TRUST 2008-1 $86,000,000 4.45395% Class A-1 Asset Backed Notes $198,000,000 LIBOR + 0.70% Class A-2 Asset Backed Notes $100,000,000 4.31% Class A-3 Asset Backed Notes $60,000,000 4.79% Class A-4a Asset Backed Notes $35,000,000 LIBOR...Underwriting Agreement • January 14th, 2008 • Carmax Auto Funding LLC • Asset-backed securities • New York
CARMAX AUTO OWNER TRUST 2014-1, as Issuer, CARMAX AUTO FUNDING LLC, as Depositor, CARMAX BUSINESS SERVICES, LLC, as Servicer and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Backup Servicer SALE AND SERVICING AGREEMENT Dated as of February 1, 2014Sale and Servicing Agreement • February 13th, 2014 • Carmax Auto Funding LLC • Asset-backed securities • New York
SALE AND SERVICING AGREEMENT, dated as of February 1, 2014 (as amended, supplemented or otherwise modified and in effect from time to time, this “Agreement”), among CARMAX AUTO OWNER TRUST 2014-1, a Delaware statutory trust (the “Trust”), CARMAX AUTO FUNDING LLC, a Delaware limited liability company (the “Depositor”), CARMAX BUSINESS SERVICES, LLC, a Delaware limited liability company (“CarMax”), as servicer (in such capacity, the “Servicer”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as backup servicer (in such capacity, the “Backup Servicer”).
CARMAX AUTO OWNER TRUST 20[__]-[__], as Issuer, CARMAX AUTO FUNDING LLC, as Depositor, and CARMAX AUTO SUPERSTORES, INC., as ServicerSale and Servicing Agreement • September 26th, 2003 • Carmax Auto Funding LLC • Asset-backed securities • New York
SECURITIES ACCOUNT CONTROL AGREEMENT among CARMAX AUTO OWNER TRUST 2024-1, as Issuer, CARMAX BUSINESS SERVICES, LLC, as Servicer, U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, in its capacity as Indenture Trustee and as Secured Party AND U.S. BANK...Securities Account Control Agreement • January 19th, 2024 • Carmax Auto Funding LLC • Asset-backed securities • New York
THIS SECURITIES ACCOUNT CONTROL AGREEMENT (this “Agreement”), dated as of January 1, 2024, among CARMAX AUTO OWNER TRUST 2024-1, as Issuer (the “Issuer”), CARMAX BUSINESS SERVICES, LLC, as Servicer (the “Servicer”), U.S. BANK NATIONAL ASSOCIATION, as Securities Intermediary (the “Securities Intermediary”) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, in its capacity as Indenture Trustee (the “Secured Party”).
INDENTURE Dated as of October 1, 2003Carmax Auto Funding LLC • November 6th, 2003 • Asset-backed securities • New York
FORM OF INTEREST RATE SWAP AGREEMENT BETWEEN THE TRUST AND THE SWAP COUNTERPARTY ISDA(R) International Swap Dealers Association, Inc. MASTER AGREEMENT dated as of [ ]Swap Agreement • November 5th, 2021 • Carmax Auto Funding LLC • Asset-backed securities • New York
[SWAP COUNTERPARTY] (“Party A”) and CARMAX AUTO OWNER TRUST 20[ ]-[ ] (“Party B”) have entered and/or anticipate entering into one or more transactions (each a “Transaction”) that are or will be governed by this Master Agreement, which includes the schedule (the “Schedule”), and the documents and other confirming evidence (each a “Confirmation”) exchanged between the parties confirming those Transactions.
ACCOUNT CONTROL AGREEMENT among CARMAX AUTO OWNER TRUST 2021-4, as Issuer, CARMAX BUSINESS SERVICES, LLC, as Servicer, U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, in its capacity as Indenture Trustee and as Secured Party AND U.S. BANK NATIONAL...Account Control Agreement • April 1st, 2022 • Carmax Auto Funding LLC • Asset-backed securities • New York
ACCOUNT CONTROL AGREEMENT (this “Agreement”), dated as of April 1, 2022, among CARMAX AUTO OWNER TRUST 2021-4, as Issuer (the “Issuer”), CARMAX BUSINESS SERVICES, LLC, as Servicer (the “Servicer”), U.S. BANK NATIONAL ASSOCIATION, as Securities Intermediary (the “Securities Intermediary”) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, in its capacity as Indenture Trustee (the “Secured Party”).
CARMAX AUTO OWNER TRUST 2016-4, as Issuer, CARMAX AUTO FUNDING LLC, as Depositor, and CARMAX BUSINESS SERVICES, LLC, as Servicer SALE AND SERVICING AGREEMENT Dated as of October 1, 2016Sale and Servicing Agreement • October 26th, 2016 • Carmax Auto Funding LLC • Asset-backed securities • New York
SALE AND SERVICING AGREEMENT, dated as of October 1, 2016 (as amended, supplemented or otherwise modified and in effect from time to time, this “Agreement”), among CARMAX AUTO OWNER TRUST 2016-4, a Delaware statutory trust (the “Trust”), CARMAX AUTO FUNDING LLC, a Delaware limited liability company (the “Depositor”), and CARMAX BUSINESS SERVICES, LLC, a Delaware limited liability company (“CarMax”), as servicer (in such capacity, the “Servicer”).
ASSET REPRESENTATIONS REVIEW AGREEMENT CARMAX AUTO OWNER TRUST 20[__]-[__], as Issuer, and CARMAX BUSINESS SERVICES, LLC, as Servicer, and as Asset Representations Reviewer Dated as of [________], 20[__]Asset Representations Review Agreement • November 5th, 2021 • Carmax Auto Funding LLC • Asset-backed securities • New York
This ASSET REPRESENTATIONS REVIEW AGREEMENT (this “Agreement”), entered into as of the [__] day of [__], 20[__], by and among CARMAX AUTO OWNER TRUST 20[__]-[__], a Delaware statutory trust (the “Issuer”), CARMAX BUSINESS SERVICES, LLC, a Delaware limited liability company (the “Servicer”), and [____], a [___] (the “Asset Representations Reviewer”).
CARMAX AUTO OWNER TRUST 20[__]-[__], as Issuer, and as Indenture Trustee INDENTURE Dated as of [________], 20[__] $[________] [___]% Class A-1 Asset- backed Notes $[________] [___]% Class A-2[a] Asset-backed Notes [$[________] Class A-2b Floating Rate...Carmax Auto Funding LLC • November 5th, 2021 • Asset-backed securities • New York
INDENTURE, dated as of [________], 20[__] (as amended, supplemented or otherwise modified and in effect from time to time, this “Indenture”), between CARMAX AUTO OWNER TRUST 20[__]-[__], a Delaware statutory trust (the “Issuer”), and [_________________], a [_________________], not in its individual capacity but solely as indenture trustee (in such capacity, the “Indenture Trustee”).
CARMAX AUTO OWNER TRUST 2020-2, as Issuer, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Indenture Trustee INDENTURE Dated as of April 1, 2020 $223,000,000 1.25179% Class A-1 Asset-backed Notes $258,385,000 1.75% Class A-2a Asset-backed Notes...Indenture • April 29th, 2020 • Carmax Auto Funding LLC • Asset-backed securities • New York
INDENTURE, dated as of April 1, 2020 (as amended, supplemented or otherwise modified and in effect from time to time, this “Indenture”), between CARMAX AUTO OWNER TRUST 2020-2, a Delaware statutory trust (the “Issuer”), and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity but solely as indenture trustee (in such capacity, the “Indenture Trustee”).
CARMAX AUTO OWNER TRUST 2020-2, as Issuer, CARMAX BUSINESS SERVICES, LLC, as Administrator, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Indenture Trustee ADMINISTRATION AGREEMENT Dated as of April 1, 2020Administration Agreement • April 29th, 2020 • Carmax Auto Funding LLC • Asset-backed securities • New York
ADMINISTRATION AGREEMENT, dated as of April 1, 2020 (as amended, supplemented or otherwise modified and in effect from time to time, this “Agreement”), by and among CARMAX AUTO OWNER TRUST 2020-2, a Delaware statutory trust (the “Issuer”), CARMAX BUSINESS SERVICES, LLC, a Delaware limited liability company, as administrator (in such capacity, the “Administrator”), and Wilmington Trust, National Association, a national banking association, not in its individual capacity but solely as indenture trustee (in such capacity, the “Indenture Trustee”).
CARMAX AUTO OWNER TRUST 20[__]-[__], as Issuer, CARMAX AUTO FUNDING LLC, as Depositor, and CARMAX AUTO SUPERSTORES, INC., as ServicerSale and Servicing Agreement • September 26th, 2003 • Carmax Auto Funding LLC • Asset-backed securities • New York
SALE AND SERVICING AGREEMENTSale and Servicing Agreement • April 29th, 2020 • Carmax Auto Funding LLC • Asset-backed securities • New York
SALE AND SERVICING AGREEMENT, dated as of April 1, 2020 (as amended, supplemented or otherwise modified and in effect from time to time, this “Agreement”), among CARMAX AUTO OWNER TRUST 2020-2, a Delaware statutory trust (the “Trust” or the “Issuer”), CARMAX AUTO FUNDING LLC, a Delaware limited liability company (the “Depositor”), and CARMAX BUSINESS SERVICES, LLC, a Delaware limited liability company (“CarMax”), as servicer (in such capacity, the “Servicer”).
CARMAX AUTO OWNER TRUST 2003-2, as Issuer, CARMAX AUTO FUNDING LLC, as Depositor, and CARMAX AUTO SUPERSTORES, INC., as ServicerSale and Servicing Agreement • November 6th, 2003 • Carmax Auto Funding LLC • Asset-backed securities • New York
ASSET REPRESENTATIONS REVIEW AGREEMENT CARMAX AUTO OWNER TRUST 2020-2, as Issuer, and CARMAX BUSINESS SERVICES, LLC, as Servicer, and CLAYTON FIXED INCOME SERVICES LLC, as Asset Representations Reviewer Dated as of April 1, 2020Asset Representations Review Agreement • April 29th, 2020 • Carmax Auto Funding LLC • Asset-backed securities • New York
This ASSET REPRESENTATIONS REVIEW AGREEMENT (this “Agreement”), entered into as of April 1, 2020, by and among CARMAX AUTO OWNER TRUST 2020-2, a Delaware statutory trust (the “Issuer”), CARMAX BUSINESS SERVICES, LLC, a Delaware limited liability company (the “Servicer”), and CLAYTON FIXED INCOME SERVICES LLC, a Delaware limited liability company (the “Asset Representations Reviewer”).
OMNIBUS AMENDMENT TO SPECIFIED SALE AND SERVICING AGREEMENTSSpecified Sale and Servicing Agreements • August 2nd, 2023 • Carmax Auto Funding LLC • Asset-backed securities
THIS OMNIBUS AMENDMENT TO SPECIFIED SALE AND SERVICING AGREEMENTS (this “Amendment”) is made as of August 2, 2023 among the trusts listed on the signature pages hereto, each a Delaware statutory trust (the “Trusts”), CARMAX AUTO FUNDING LLC, a Delaware limited liability company (the “Depositor”), and CARMAX BUSINESS SERVICES, LLC, a Delaware limited liability company (“CarMax”), as servicer (in such capacity, the “Servicer”).
CARMAX AUTO OWNER TRUST 20[ ]-[ ] $[ ] [ ]% Class A-1 Asset Backed Notes $[ ] [ ]% Class A-2[a] Asset Backed Notes [$[ ] LIBOR + [ ]% Class A-2b Asset Backed Notes] $[ ] [ ]% Class A-3 Asset Backed Notes $[ ] [ ]% Class A-4 Asset Backed Notes $[ ] [...Underwriting Agreement • June 17th, 2011 • Carmax Auto Funding LLC • Asset-backed securities • New York
$[ ] aggregate principal amount of [ ]% Class D Asset Backed Notes (the “Class D Notes”], and, together with the Class A-1 Notes, the Class A-2[a] Notes, [the Class A-2b Notes], the Class A-3 Notes, the Class A-4 Notes, the Class B Notes and the Class C Notes, the “Notes”) of CarMax Auto Owner Trust 20[ ]-[ ] (the “Trust”) under the terms and conditions contained herein. The Notes will be issued pursuant to an indenture, dated as of [ ], 20[ ] (the “Indenture”), between the Trust and [ ], as trustee (the “Indenture Trustee”).
CARMAX AUTO FUNDING LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of December 1, 2004Limited Liability Company Agreement • August 4th, 2005 • Carmax Auto Funding LLC • Asset-backed securities • Delaware
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, dated as of December 1, 2004, by and among CARMAX BUSINESS SERVICES, LLC, a Delaware limited liability company (“CarMax Business Services, LLC”), as the sole equity member (the “Member”), and ANDREW L. STIDD and BERNARD J. ANGELO, as the Special Members (as defined in Section 1.01 hereof).
