CARMAX AUTO FUNDING LLC, as Depositor, BNYM (DELAWARE), as Delaware Trustee and THE BANK OF NEW YORK, as Owner Trustee AMENDED AND RESTATED TRUST AGREEMENT Dated as of July 1, 2008Trust Agreement • July 7th, 2008 • CarMax Auto Owner Trust 2008-2 • Asset-backed securities • Delaware
AMENDED AND RESTATED TRUST AGREEMENT, dated as of July 1, 2008 (as amended, supplemented or otherwise modified and in effect from time to time, this “Agreement”), among CARMAX AUTO FUNDING LLC, a Delaware limited liability company, as depositor (the “Depositor”), BNYM (DELAWARE), a Delaware banking corporation, as Delaware trustee and not in its individual capacity (in such capacity, the “Delaware Trustee”), and THE BANK OF NEW YORK, a New York banking corporation, as owner trustee and not in its individual capacity (in such capacity, the “Owner Trustee”).
CARMAX AUTO OWNER TRUST 2008-2, as Issuer, CARMAX BUSINESS SERVICES, LLC, as Administrator, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Indenture Trustee ADMINISTRATION AGREEMENT Dated as of July 1, 2008Administration Agreement • July 7th, 2008 • CarMax Auto Owner Trust 2008-2 • Asset-backed securities • New York
ADMINISTRATION AGREEMENT, dated as of July 1, 2008 (as amended, supplemented or otherwise modified and in effect from time to time, this “Agreement”), by and among CARMAX AUTO OWNER TRUST 2008-2, a Delaware statutory trust (the “Issuer”), CARMAX BUSINESS SERVICES, LLC, a Delaware limited liability company, as administrator (in such capacity, the “Administrator”), and WELLS FARGO BANK, 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 2008-2, as Issuer, CARMAX AUTO FUNDING LLC, as Depositor, and CARMAX BUSINESS SERVICES, LLC, as Servicer SALE AND SERVICING AGREEMENT Dated as of July 1, 2008Sale and Servicing Agreement • July 7th, 2008 • CarMax Auto Owner Trust 2008-2 • Asset-backed securities • New York
SALE AND SERVICING AGREEMENT, dated as of July 1, 2008 (as amended, supplemented or otherwise modified and in effect from time to time, this “Agreement”), among CARMAX AUTO OWNER TRUST 2008-2, 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”).
CARMAX BUSINESS SERVICES, LLC, as Seller, and CARMAX AUTO FUNDING LLC, as Purchaser RECEIVABLES PURCHASE AGREEMENT Dated as of July 1, 2008Receivables Purchase Agreement • July 7th, 2008 • CarMax Auto Owner Trust 2008-2 • Asset-backed securities • New York
This Receivables Purchase Agreement, dated as of July 1, 2008, 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 2008-2 $110,000,000 2.92225% Class A-1 Asset Backed Notes $137,000,000 4.06% Class A-2a Asset Backed Notes $50,000,000 LIBOR + 0.90% Class A-2b Asset Backed Notes $49,000,000 4.99% Class A-3a Asset Backed Notes $48,000,000...Underwriting Agreement • July 1st, 2008 • CarMax Auto Owner Trust 2008-2 • Asset-backed securities • New York
SCHEDULE to the MASTER AGREEMENT dated as of July 3, 2008 between WACHOVIA BANK, NATIONAL ASSOCIATION (“Party A”) and CARMAX AUTO OWNER TRUST 2008-2, a Delaware statutory trust (“Party B”)Master Agreement • July 7th, 2008 • CarMax Auto Owner Trust 2008-2 • Asset-backed securities • New York
Elections and Variables to the 1994 ISDA Credit Support Annex To the Schedule to the ISDA Master Agreement dated as of July 3, 2008 between Party A and Party B dated as of July 3, 2008 betweenCarMax Auto Owner Trust 2008-2 • July 7th, 2008 • Asset-backed securities
This Annex supplements, forms part of, and is subject to, the ISDA Master Agreement referred to above (this “Agreement”), is part of its Schedule and is a Credit Support Document under this Agreement with respect to each party.
