Common use of Compensation and Indemnity Clause in Contracts

Compensation and Indemnity. (a) The Administrator, on behalf of the Issuer, shall pay to the Indenture Trustee from time to time reasonable compensation for its services. The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Administrator, on behalf of the Issuer, shall reimburse the Indenture Trustee for all expenses, advances and disbursements reasonably incurred or made by it, including costs of collection, in addition to the compensation for its services; provided, however, that the Administrator need not reimburse the Indenture Trustee for any expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faith. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts. The Administrator, on behalf of the Issuer, shall indemnify the Indenture Trustee for, and hold it and its officers, directors, employees, representatives and agents, harmless against, any and all loss, liability, cost or expense (including reasonable attorneys’ fees and expenses and court costs, and any loss or expense incurred in connection with a successful defense, in whole or in part, of any claim that the Indenture Trustee breached its standard of care) incurred by it in connection with the administration of this trust and the performance of its duties hereunder, including those incurred in connection with any action, claim or suit brought to enforce the Indenture Trustee’s right to indemnification; provided, however, that the Administrator need not indemnify the Indenture Trustee for, or hold it harmless against, any such loss, liability, cost or expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faith. The Indenture Trustee shall notify the Issuer and the Administrator promptly of any claim for which it may seek indemnity. Any failure by the Indenture Trustee to so notify the Issuer and the Administrator shall not, however, relieve the Administrator of its obligations hereunder. The Administrator, on behalf of the Issuer, shall defend any such claim. The Indenture Trustee may have separate counsel in connection with the defense of any such claim, and the Administrator, on behalf of the Issuer, shall pay the fees and expenses of such counsel. If the Indenture Trustee is then acting as Administrator, all payment obligations to the Indenture Trustee pursuant to this Section 6.7 shall be paid by CarMax.

Compensation and Indemnity. (a) The Administrator, on behalf of Issuer shall pay or shall cause the Issuer, shall Administrator to pay to the Indenture Trustee from time to time reasonable compensation for its services. The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Administrator, on behalf of Issuer shall or shall cause the Issuer, shall Administrator to reimburse the Indenture Trustee for all expenses, advances and disbursements reasonably reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services; provided, however, that the Administrator need not reimburse the Indenture Trustee for any expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faith. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts. The Administrator, on behalf of Issuer shall indemnify or shall cause the Issuer, shall Administrator to indemnify the Indenture Trustee for, and hold it and its officers, directors, employees, representatives and agents, harmless against, against any and all loss, liability, cost liability or expense (including reasonable attorneys’ fees and expenses and court costs, and any loss or expense incurred in connection with a successful defense, in whole or in part, of any claim that the Indenture Trustee breached its standard of carefees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder, including those incurred in connection with any action, claim or suit brought to enforce the Indenture Trustee’s right to indemnification; provided, however, that the Administrator need not indemnify the Indenture Trustee for, or hold it harmless against, any such loss, liability, cost or expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faith. The Indenture Trustee shall notify the Issuer and the Administrator promptly of any claim for which it may seek indemnity. Any failure Failure by the Indenture Trustee to so notify the Issuer and the Administrator shall not, however, not relieve the Issuer or the Administrator of its obligations hereunder. The Administrator, on behalf of Issuer shall defend or shall cause the Issuer, shall Administrator to defend any such claim. The , and the Indenture Trustee may have separate counsel in connection with the defense of any such claim, and the Administrator, on behalf of Issuer shall pay or shall cause the Issuer, shall Administrator to pay the fees and expenses of such counsel. If Neither the Issuer nor the Administrator need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee is then acting as Administratorthrough the Indenture Trustee’s own willful misconduct, all negligence or bad faith. The Issuer’s payment obligations and indemnification to the Indenture Trustee pursuant to this Section 6.7 shall survive the resignation or removal of the Indenture Trustee and the termination and discharge of this Indenture; provided that the Indenture Trustee shall be paid by CarMaxentitled only to compensation for its services for the period prior to the date of such resignation or removal of the Indenture Trustee. When the Indenture Trustee incurs expenses after the occurrence of an Event of Default specified in Section 5.01(iv) or (v) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. (a) The AdministratorIssuing Entity shall, on behalf of or shall cause the IssuerAdministrator to, shall pursuant to the Administration Agreement, pay to the Indenture Trustee from time to time reasonable compensation for its servicesservices as agreed in writing. The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The AdministratorIssuing Entity shall, on behalf of or shall cause the IssuerAdministrator to, shall reimburse the Indenture Trustee for all expenses, advances reasonable and disbursements reasonably documented out-of-pocket expenses incurred or made by itit in connection with the administration of this Indenture and performance of its duties hereunder, including costs of collection, in addition to the compensation for its services; provided, however, that the Administrator need not reimburse the Indenture Trustee for any expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faith. Such expenses shall include the reasonable and documented compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts; provided, that, reimbursement for expenses and disbursements of any legal counsel to the Indenture Trustee, in connection with the closing of the transactions described in the Basic Documents, shall be subject to any limitations separately agreed upon before the Closing Date between the Administrator and the Indenture Trustee. The AdministratorIssuing Entity shall, on behalf of or shall cause the IssuerAdministrator to, shall pursuant to the Administration Agreement, indemnify the Indenture Trustee for, and hold it and its officers, directors, employees, representatives and agents, harmless against, against any and all loss, liability, cost claim, damage or expense (including reasonable attorneys’ and documented legal fees and expenses and court costsincluding, without limitation, any legal fees, costs and any loss or expense expenses incurred in connection with a successful defenseany enforcement (including any action, in whole claim or in part, of any claim that suit brought) by the Indenture Trustee breached its standard of careany indemnification or other obligation of the Issuing Entity or the Administrator) incurred by it in connection with the administration of this trust Indenture and the performance of its duties hereunder, including those incurred in connection with any action, claim or suit brought to enforce the Indenture Trustee’s right to indemnification; provided, however, that the Administrator need not indemnify the Indenture Trustee for, or hold it harmless against, any such loss, liability, cost or expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faith. The Indenture Trustee shall notify the Issuer Issuing Entity and the Administrator promptly of any claim of which the Indenture Trustee has received written notice for which it may seek indemnity. Any failure Failure by the Indenture Trustee to so notify the Issuer Issuing Entity and the Administrator shall not, however, not relieve the Issuing Entity or the Administrator of its obligations hereunder. The AdministratorIssuing Entity shall, on behalf of or shall cause the IssuerAdministrator to, shall defend any such claim. The , and the Indenture Trustee may have separate counsel in connection with the defense of any such claim, and the AdministratorIssuing Entity shall, on behalf of or shall cause the IssuerAdministrator to, shall pay the fees and expenses of such counsel. If Neither the Issuing Entity nor the Administrator need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee is then acting as Administratorthrough the Indenture Trustee’s own willful misconduct, all negligence or bad faith. The Issuing Entity’s payment obligations to the Indenture Trustee pursuant to this Section 6.7 shall be paid by CarMaxsurvive the resignation or removal of the Indenture Trustee and the discharge of this Indenture. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.01(a)(iv) or (v) with respect to the Issuing Entity, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. (a) The Administrator, on behalf of the Issuer, shall pay to the Indenture Trustee from time to time reasonable compensation for its services. The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Administrator, on behalf of the Issuer, shall reimburse the Indenture Trustee for all expenses, advances and disbursements reasonably incurred or made by it, including costs of collection, in addition to the compensation for its services; provided, however, that the Administrator need not reimburse the Indenture Trustee for any expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faith. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts. The Administrator, on behalf of the Issuer, shall indemnify the Indenture Trustee for, and hold it and its officers, directors, employees, representatives and agents, harmless against, any and all loss, liability, cost liability or expense (including reasonable attorneys’ fees and expenses and court costs, and any loss or expense incurred in connection with a successful defense, in whole or in part, of any claim that the Indenture Trustee breached its standard of careexpenses) incurred by it in connection with the administration of this trust and the performance of its duties hereunder, including those incurred in connection with any action, claim or suit brought to enforce the Indenture Trustee’s right to indemnification; provided, however, that the Administrator need not indemnify the Indenture Trustee for, or hold it harmless against, any such loss, liability, cost liability or expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faith. The Indenture Trustee shall notify the Issuer and the Administrator promptly of any claim for which it may seek indemnity. Any failure by the Indenture Trustee to so notify the Issuer and the Administrator shall not, however, relieve the Administrator of its obligations hereunder. The Administrator, on behalf of the Issuer, shall defend any such claim. The Indenture Trustee may have separate counsel in connection with the defense of any such claim, and the Administrator, on behalf of the Issuer, shall pay the fees and expenses of such counsel. If the Indenture Trustee is then acting as Administrator, all payment obligations to the Indenture Trustee pursuant to this Section 6.7 shall be paid by CarMax.

Compensation and Indemnity. (a) The AdministratorIssuer shall, on behalf of or shall cause the IssuerAdministrator to, shall pay to the Indenture Trustee from time to time reasonable compensation for its servicesservices pursuant to a fee agreement between the Administrator and the Indenture Trustee. The Indenture Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The AdministratorIssuer shall, on behalf of or shall cause the IssuerAdministrator to, shall reimburse the Indenture Trustee for all expenses, advances and disbursements reasonably reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services; provided, however, that the Administrator need not reimburse the Indenture Trustee for any expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faith. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s 's agents, counsel, accountants and experts. The AdministratorIssuer shall, on behalf of or shall cause the IssuerAdministrator to, shall indemnify the Indenture Trustee for, and hold it and its officers, directors, employees, representatives and agents, harmless against, against any and all loss, liability, cost liability or expense (including reasonable attorneys’ fees and expenses and court costs, and any loss or expense incurred in connection with a successful defense, in whole or in part, of any claim that the Indenture Trustee breached its standard of care' fees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder, including those incurred in connection with any action, claim or suit brought to enforce the Indenture Trustee’s right to indemnification; provided, however, that the Administrator need not indemnify the Indenture Trustee for, or hold it harmless against, any such loss, liability, cost or expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faith. The Indenture Trustee shall notify the Issuer and the Administrator promptly of any claim for which it may seek indemnity. Any failure Failure by the Indenture Trustee to so notify the Issuer and the Administrator shall not, however, not relieve the Issuer or the Administrator of its obligations hereunder. The AdministratorIssuer shall, on behalf of or shall cause the IssuerAdministrator to, shall defend any such claim. The , and the Indenture Trustee may have separate counsel in connection with the defense of any such claim, and the AdministratorIssuer shall, on behalf of or shall cause the IssuerAdministrator to, shall pay the fees and expenses of such counsel. If Neither the Issuer nor the Administrator need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee is then acting as Administratorthrough the Indenture Trustee's own willful misconduct, all negligence or bad faith. The Issuer's payment obligations to the Indenture Trustee pursuant to this Section 6.7 shall be paid by CarMaxsurvive the discharge of this Indenture. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.01(iv) or (v) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. (a) The Administrator, on behalf of the Issuer, shall pay to the Indenture Trustee from time to time reasonable compensation for its services. The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Administrator, on behalf of the Issuer, shall reimburse the Indenture Trustee for all expenses, advances and disbursements reasonably incurred or made by it, including costs of collection, in addition to the compensation for its services; provided, however, that the Administrator need not reimburse the Indenture Trustee for any expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faith. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts. The Administrator, on behalf of the Issuer, shall indemnify the Indenture Trustee for, and hold it and its officers, directors, employees, representatives and agents, harmless against, any and all loss, liability, cost liability or expense (including reasonable attorneys’ fees and expenses and court costs, and any loss or expense incurred in connection with a successful defense, in whole or in part, of any claim that the Indenture Trustee breached its standard of care) incurred by it in connection with the administration of this trust and the performance of its duties hereunder, including those incurred in connection with any action, claim or suit brought to enforce the Indenture Trustee’s right to indemnification; provided, however, that the Administrator need not indemnify the Indenture Trustee for, or hold it harmless against, any such loss, liability, cost liability or expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faith. The Indenture Trustee shall notify the Issuer and the Administrator promptly of any claim for which it may seek indemnity. Any failure by the Indenture Trustee to so notify the Issuer and the Administrator shall not, however, relieve the Administrator of its obligations hereunder. The Administrator, on behalf of the Issuer, shall defend any such claim. The Indenture Trustee may have separate counsel in connection with the defense of any such claim, and the Administrator, on behalf of the Issuer, shall pay the fees and expenses of such counsel. If the Indenture Trustee is then acting as Administrator, all payment obligations to the Indenture Trustee pursuant to this Section 6.7 shall be paid by CarMax.

Compensation and Indemnity. (a) The AdministratorIssuer shall, on behalf of or shall cause the IssuerAdministrator to, shall pay to the Indenture Trustee from time to time reasonable compensation for its servicesservices pursuant to a fee agreement between the Administrator and the Indenture Trustee. The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The AdministratorIssuer shall, on behalf of or shall cause the IssuerAdministrator to, shall reimburse the Indenture Trustee for all reasonable and extraordinary out-of-pocket expenses, disbursements and advances and disbursements reasonably incurred or made by it, including costs of collection, in addition to the compensation for its services; provided, however, that the Administrator need not reimburse the Indenture Trustee for any expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faith. Such expenses shall include the reasonable compensation and expenses (including extraordinary out-of-pocket expenses), disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts. The AdministratorIssuer shall, on behalf of or shall cause the IssuerAdministrator to, shall indemnify and hold harmless the Indenture Trustee for, and hold it and its officers, directors, employees, representatives and agents, harmless against, agents against any and all loss, liability, cost tax (other than taxes based on the income of the Indenture Trustee) or expense (including reasonable attorneys’ fees and expenses and court costs, and any loss fees) of whatever kind or expense incurred in connection with a successful defense, in whole nature regardless of their merit directly or in part, of any claim that the Indenture Trustee breached its standard of care) indirectly incurred by it or them without willful misconduct, negligence or bad faith on their part, arising out of or in connection with the acceptance or administration of the transactions contemplated by this trust and the performance of its duties hereunderIndenture, including those incurred the reasonable costs and expenses of defending themselves against any claim, loss, damage or liability in connection with the exercise or performance of any actionof their powers or duties under this Indenture or under any of the other Basic Documents, claim including any legal fees or suit brought to enforce the Indenture Trustee’s right to indemnification; provided, however, that the Administrator need not indemnify expenses incurred by the Indenture Trustee for, in connection with the enforcement of the Issuer’s indemnification or hold it harmless against, any such loss, liability, cost or expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faithother obligations hereunder. The Indenture Trustee shall notify the Issuer and the Administrator promptly of any claim for which it may seek indemnity. Any failure Failure by the Indenture Trustee to so notify the Issuer and the Administrator shall not, however, not relieve the Issuer or the Administrator of its obligations hereunder. The AdministratorIssuer shall cause the Administrator to, on behalf of the Issuer, shall defend any such claim. The , and the Indenture Trustee may have separate counsel in connection with the defense of any such claim, and the AdministratorIssuer shall, on behalf of or shall cause the IssuerAdministrator to, shall pay the fees and expenses of such counsel. If Neither the Issuer nor the Administrator need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee is then acting as Administrator, all payment obligations to through the Indenture Trustee pursuant to this Section 6.7 shall be paid by CarMaxTrustee’s own willful misconduct, negligence or bad faith.

Compensation and Indemnity. (a) The Administrator, on behalf of the Issuer, shall pay to the Indenture Trustee from time to time reasonable compensation for its services. The Indenture Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Administrator, on behalf of the Issuer, shall reimburse the Indenture Trustee for all expenses, advances and disbursements reasonably incurred or made by it, including costs of collection, in addition to the compensation for its services; provided, however, that the Administrator need not reimburse the Indenture Trustee for any expense incurred through the Indenture Trustee’s 's willful misconduct, negligence, or bad faith. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s 's agents, counsel, accountants and experts. The Administrator, on behalf of the Issuer, shall indemnify the Indenture Trustee for, and hold it and its officers, directors, employees, representatives and agents, harmless against, any and all loss, liability, cost liability or expense (including reasonable attorneys’ ' fees and expenses and court costs, and any loss or expense incurred in connection with a successful defense, in whole or in part, of any claim that the Indenture Trustee breached its standard of careexpenses) incurred by it in connection with the administration of this trust and the performance of its duties hereunder, including those incurred in connection with any action, claim or suit brought to enforce the Indenture Trustee’s right to indemnification; provided, however, that the Administrator need not indemnify the Indenture Trustee for, or hold it harmless against, any such loss, liability, cost liability or expense incurred through the Indenture Trustee’s 's willful misconduct, negligence, or bad faith. The Indenture Trustee shall notify the Issuer and the Administrator promptly of any claim for which it may seek indemnity. Any failure by the Indenture Trustee to so notify the Issuer and the Administrator shall not, however, relieve the Administrator of its obligations hereunder. The Administrator, on behalf of the Issuer, shall defend any such claim. The Indenture Trustee may have separate counsel in connection with the defense of any such claim, and the Administrator, on behalf of the Issuer, shall pay the fees and expenses of such counsel. If Neither the Issuer nor the Administrator need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee is then acting as Administrator, all payment obligations to through the Indenture Trustee pursuant to this Section 6.7 shall be paid by CarMaxTrustee's own willful misconduct, negligence or bad faith.

Compensation and Indemnity. (a) The Administrator, Indenture Trustee shall withdraw from the Note Payment Account on behalf of the Issuer, shall each Payment Date and pay to itself the Indenture Trustee from time to time reasonable compensation for its servicesFee. The Indenture Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Administrator, on behalf of the Issuer, Issuer shall reimburse the Indenture Trustee for all expenses, advances and disbursements reasonably reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services; provided, however, that the Administrator need not reimburse the Indenture Trustee for any expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faith. Such expenses which shall be paid solely from the Trust Estate in accordance with Section 8.02 shall include the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s 's agents, counsel, accountants and experts. The Administrator, on behalf of the Issuer, Issuer shall indemnify the Indenture Trustee for, solely with payments from the Trust Estate in accordance with Section 8.02 and hold it and its officers, directors, employees, representatives and agents, harmless against, against any and all lossclaims, liabilitytaxes, cost penalties, losses, liabilities or expense expenses (including reasonable attorneys’ ' fees and expenses and court costs, and any loss or expense incurred in connection with a successful defense, in whole or in part, expenses) of any claim that the Indenture Trustee breached its standard of care) kind whatsoever incurred by it in connection with the administration of this trust Trust and the performance of its duties hereunder, including those incurred in connection with under any action, claim or suit brought to enforce of the Indenture Trustee’s right to indemnification; provided, however, that the Administrator need not indemnify the Indenture Trustee for, or hold it harmless against, any such loss, liability, cost or expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faithBasic Documents. The Indenture Trustee shall notify the Issuer and the Administrator promptly of any claim for which it may seek indemnity. Any failure Failure by the Indenture Trustee to so notify the Issuer and the Administrator shall not, however, not relieve the Administrator Issuer of its obligations hereunder. The Administrator, on behalf of the Issuer, Issuer shall defend any such claim. The , and the Indenture Trustee may have separate counsel in connection with the defense of any such claim, and the Administrator, on behalf of the Issuer, Issuer shall pay the fees and expenses of such counsel. If The Issuer is not obligated to reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee is then acting as Administratorthrough the Indenture Trustee's own willful misconduct, all negligence or bad faith. The Issuer's payment obligations to the Indenture Trustee pursuant to this Section 6.7 6.07 shall be paid by CarMaxsurvive the discharge of this Indenture and the termination or resignation of the Indenture Trustee. When the Indenture Trustee incurs expenses after the occurrence of an Event of Default with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. (a) The Administrator, on behalf of the Issuer, Issuer shall pay to the Indenture Trustee from time to time reasonable compensation for its servicesservices as agreed between the Issuer and the Indenture Trustee in writing from time to time. The Indenture Trustee’s compensation shall not be limited by any law Law on compensation of a trustee of an express trust. The Administrator, on behalf of the Issuer, Issuer shall reimburse the Indenture Trustee for all expenses, advances reasonable and disbursements reasonably documented out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services; provided, however, that the Administrator need not reimburse the Indenture Trustee for any expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faith. Such expenses shall include the reasonable and documented compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts; provided, that, reimbursement for expenses and disbursements of any legal counsel to the Indenture Trustee may be subject to any limitations separately agreed upon in writing before the date hereof between the Issuer and the Indenture Trustee. The Administrator, on behalf of the Issuer, Issuer shall indemnify the Indenture Trustee for, and hold it and its officers, directors, employees, representatives and agents, agents harmless against, against any and all loss, liability, cost claim, damage or expense (expense, including reasonable attorneys’ and documented legal and consulting fees and expenses and court costsincluding, without limitation, any legal fees, costs and any loss or expense expenses incurred in connection with a successful defenseany enforcement (including any action, in whole claim or in part, of any claim that suit brought by the Indenture Trustee breached its standard of care) any indemnification or other obligation of the Issuer or the Manager), incurred by it in connection with the administration of this trust Indenture and the performance of its duties hereunder, including those incurred in connection with respect to any actionEnvironmental Liabilities, claim compliance with Environmental Laws and the generation, use, presence or suit brought to enforce the Indenture Trustee’s right to indemnification; provided, however, that the Administrator need not indemnify the Indenture Trustee for, release of Hydrocarbons or hold it harmless against, any such loss, liability, cost or expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faithHazardous Materials. The Indenture Trustee shall shall, to the extent practicable and not prohibited by a court order or other operation of law, notify the Issuer and the Administrator Manager promptly of any claim of which the Indenture Trustee has received written notice for which it may seek indemnity. Any failure Failure by the Indenture Trustee to so notify the Issuer and the Administrator Manager shall not, however, not relieve the Administrator Issuer or the Manager of its obligations hereunder. The Administrator, on behalf of the Issuer, shall Issuer may defend any such claim. The , and the Indenture Trustee may have separate counsel in connection with the defense of any such claim, claim and the Administrator, on behalf of the Issuer, Issuer shall pay the fees and expenses of such counsel. If The Issuer need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee is then acting as Administrator, all through the Indenture Trustee’s own gross negligence or willful misconduct. The Issuer’s payment obligations to the Indenture Trustee pursuant to this Section 6.7 shall be paid by CarMaxsurvive the resignation or removal of the Indenture Trustee and the discharge of this Indenture. When the Indenture Trustee incurs fees or expenses after the occurrence of a Default specified in Section 5.1(a)(iv) or 5.1(a)(v) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar Law.

Compensation and Indemnity. (a) The Administrator, on behalf of the Issuer, shall pay to the Indenture Trustee from time to time reasonable compensation for its services. The Indenture Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Administrator, on behalf of the Issuer, shall reimburse the Indenture Trustee for all expenses, advances and disbursements reasonably incurred or made by it, including costs of collection, in addition to the compensation for its services; provided, however, that the Administrator need not reimburse the Indenture Trustee for any expense incurred through the Indenture Trustee’s 's willful misconduct, negligence, or bad faith. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s 's agents, counsel, accountants and experts. The Administrator, on behalf of the Issuer, shall indemnify the Indenture Trustee for, and hold it and its officers, directors, employees, representatives and agents, harmless against, any and all loss, liability, cost liability or expense (including reasonable attorneys’ ' fees and expenses and court costs, and any loss or expense incurred in connection with a successful defense, in whole or in part, of any claim that the Indenture Trustee breached its standard of careexpenses) incurred by it in connection with the administration of this trust and the performance of its duties hereunder, including those incurred in connection with any action, claim or suit brought to enforce the Indenture Trustee’s right to indemnification; provided, however, that the Administrator need not indemnify the Indenture Trustee for, or hold it harmless against, any such loss, liability, cost liability or expense incurred through the Indenture Trustee’s 's willful misconduct, negligence, or bad faith. The Indenture Trustee shall notify the Issuer and the Administrator promptly of any claim for which it may seek indemnity. Any failure by the Indenture Trustee to so notify the Issuer and the Administrator shall not, however, relieve the Administrator of its obligations hereunder. The Administrator, on behalf of the Issuer, shall defend any such claim. The Indenture Trustee may have separate counsel in connection with the defense of any such claim, and the Administrator, on behalf of the Issuer, shall pay the fees and expenses of such counsel. If the Indenture Trustee is then acting as Administrator, all payment obligations to the Indenture Trustee pursuant to this Section 6.7 shall be paid by CarMax.

Compensation and Indemnity. (a) The Administrator, on behalf of the Issuer, Issuer shall pay to the Indenture Trustee from time to time reasonable compensation for its services. The Indenture Trustee’s compensation shall not not, to the extent permitted by law, be limited by any law on compensation of a trustee of an express trust. The Administrator, on behalf of the Issuer, Issuer shall reimburse the Indenture Trustee for all reasonable out-of-pocket expenses, disbursements and advances and disbursements reasonably incurred or made by it, including costs of collection, in addition to the compensation for its services; provided, however, that the Administrator need not reimburse the Indenture Trustee for any expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faith. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts, including reasonable extraordinary out-of-pocket expenses. The Administrator, on behalf of the Issuer, Issuer shall indemnify and hold harmless the Indenture Trustee for, and hold it and its officers, directors, employees, representatives employees and agents, harmless against, agents against any and all cost, damage, loss, liability, cost tax or expense (including reasonable attorneys’ fees and expenses of its counsel, agents, accountants and court costs, and any loss or expense incurred in connection with a successful defense, in whole or in part, of any claim that the Indenture Trustee breached its standard of careexperts) incurred by it in connection with the administration and the enforcement of this trust Indenture, the Series Supplement and the other Basic Documents, including the costs and expenses of defending themselves against any claim of liability in connection with the Indenture Trustee’s rights, powers and obligations under this Indenture, the Series Supplement and the other Basic Documents and the performance of its duties hereunderhereunder and thereunder and obligations under or pursuant to this Indenture, including those incurred in connection with the Series Supplement and the other Basic Documents other than any action, claim or suit brought to enforce such tax on the Indenture Trustee’s right to indemnification; provided, however, that the Administrator need not indemnify compensation of the Indenture Trustee for, or hold it harmless against, any such loss, liability, cost or expense incurred through the for its services as Indenture Trustee’s willful misconduct, negligence, or bad faith. The Indenture Trustee shall notify the Issuer and the Administrator promptly as soon as is reasonably practicable of any claim for which it may seek indemnity. Any failure Failure by the Indenture Trustee to so notify the Issuer and the Administrator shall not, however, not relieve the Administrator Issuer of its obligations hereunder. The Administrator, on behalf of the Issuer, Issuer shall defend any such the claim. The , the Indenture Trustee may have separate counsel in connection with the defense of any such claimcounsel, and the Administrator, on behalf of the Issuer, Issuer shall pay the reasonable fees and expenses of such counsel. If The Issuer need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee is then acting as Administratorthrough the Indenture Trustee’s own willful misconduct, all negligence or bad faith. The rights of the Indenture Trustee set forth in this Section 6.07 are subject to and limited by the priority of payments set forth in Section 8.02(e). The payment obligations to the Indenture Trustee pursuant to this Section 6.7 6.07 shall be paid by CarMax.survive the termination or satisfaction and discharge of this Indenture and the Series Supplements or the earlier resignation or removal of the Indenture Trustee. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.01(e) or Section 5.01(f) with respect to the Issuer, the expenses are intended to constitute expenses of administration under the Bankruptcy Code or any other applicable U.S. federal or state bankruptcy, insolvency or similar law

Compensation and Indemnity. (a) The Administrator, on behalf of the Issuer, shall pay or cause to be paid to the Indenture Trustee from time to time reasonable compensation for its services. The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Administrator, Administrator on behalf of the Issuer, shall reimburse the Indenture Trustee for all expenses, advances and disbursements reasonably incurred or made by it, including costs of collection, in addition to the compensation for its services; provided, however, that the Administrator need not reimburse the Indenture Trustee for any expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faith. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts. The Administrator, on behalf of the Issuer, shall indemnify the Indenture Trustee for, and hold it and its officers, directors, employees, representatives and agents, harmless against, any and all loss, liability, cost liability or expense (including reasonable attorneys’ fees and expenses and court costs, and any loss or expense incurred in connection with a successful defense, in whole or in part, of any claim that the Indenture Trustee breached its standard of careexpenses) incurred by it in connection with the administration of this trust and the performance of its duties hereunder, including those incurred in connection with any action, claim or suit brought to enforce the Indenture Trustee’s right to indemnification; provided, however, that the Administrator need not indemnify the Indenture Trustee for, or hold it harmless against, any such loss, liability, cost liability or expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faith. The Indenture Trustee shall notify the Issuer and the Administrator promptly of any claim for which it may seek indemnity. Any failure by the Indenture Trustee to so notify the Issuer and the Administrator shall not, however, relieve the Administrator of its obligations hereunder. The Administrator, on behalf of the Issuer, shall defend any such claim. The Indenture Trustee may have separate counsel in connection with the defense of any such claim, and the Administrator, on behalf of the Issuer, shall pay the fees and expenses of such counsel. If Neither the Issuer nor the Administrator need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee is then acting as Administratorthrough the Indenture Trustee’s own willful misconduct, all payment negligence or bad faith. The Administrator may delegate any of its foregoing obligations to the Master Servicer with prior notice to the Issuer and the Indenture Trustee pursuant to this Section 6.7 shall be paid by CarMaxTrustee.

Compensation and Indemnity. (a) The AdministratorIndenture Trustee shall be entitled, on behalf of the Issueras compensation for its services, shall pay to the Indenture Trustee from time to time reasonable compensation for its servicesFee. The In addition, the Indenture Trustee’s compensation Trustee and any co-trustee shall not be limited reimbursed by any law on compensation of a trustee of an express trust. The Administrator, on behalf of the Issuer, shall reimburse as provided in Section 5.01 of the Indenture Trustee Sale and Servicing Agreement, for all expenses, advances and disbursements reasonably reasonable ordinary out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services; provided, however, that services (as provided in the Administrator need not reimburse the Indenture Trustee for any expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faithSale and Servicing Agreement). Such Reimbursable expenses under this Section 6.07 shall include the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts. The Administrator, on behalf of the Issuer, Issuer shall indemnify the Indenture Trustee forTrustee, any co-trustee and hold it and its officers, directors, their respective employees, representatives directors and agents, harmless againstas provided in Section 5.01 of the Sale and Servicing Agreement, against any and all claim, loss, liability, cost liability or expense (including reasonable attorneys’ fees and expenses and court costs, and any loss or expense incurred in connection with a successful defense, in whole or in part, of any claim that the Indenture Trustee breached its standard of carefees) incurred by it in connection with the administration of this trust and the performance of its duties hereunderhereunder or under any Transaction Document, including those incurred in connection including, without limitation, the execution and filing of any information returns and being the mortgagee of record with any action, claim or suit brought respect to enforce the Indenture Trustee’s right to indemnification; provided, however, that the Administrator need not indemnify the Indenture Trustee for, or hold it harmless against, any such loss, liability, cost or expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faithMortgage Loans. The Indenture Trustee or co-trustee, as applicable, shall notify the Issuer and the Administrator promptly of any claim for which it may seek indemnity. Any failure Failure by the Indenture Trustee or the co-trustee, as applicable, to so notify the Issuer and the Administrator shall not, however, not relieve the Issuer or the Administrator of its their respective obligations hereunder. The Administrator, on behalf of the Issuer, Issuer shall defend any such claim. The Indenture Trustee may have separate counsel in connection with the defense of any such claim, and the Administrator, on behalf of Indenture Trustee and any co-trustee may have separate counsel and the Issuer, Issuer shall pay the fees and expenses of such counsel. If The Issuer shall not be required to reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee is then acting or any co-trustee through the Indenture Trustee’s or co-trustee’s, as Administratorthe case may be, all payment own willful misconduct, negligence or bad faith. The Issuer’s obligations to the Indenture Trustee and any co-trustee pursuant to this Section 6.7 6.07 shall be paid by CarMaxsurvive the discharge of this Indenture. When the Indenture Trustee or any co-trustee incurs expenses after the occurrence of a Default specified in Section 5.08 of the Sale and Servicing Agreement with respect to the Issuer, the expenses are intended to constitute expenses of administration under the Bankruptcy Code or any other applicable federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. (a) The AdministratorIndenture Trustee shall be entitled, on behalf of the Issueras compensation for its services, shall pay to the Indenture Trustee from time to time reasonable compensation for its servicesFee, as provided in the Transfer and Servicing Agreement. The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Administrator, Indenture Trustee and any co-trustee shall be reimbursed on behalf of the IssuerIssuer from funds in the Collection Account, shall reimburse as provided in the Indenture Trustee Transfer and Servicing Agreement, for all expenses, advances and disbursements reasonably reasonable ordinary out of pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services; provided, however, that services (as provided in the Administrator need not reimburse the Indenture Trustee for any expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faithTransfer and Servicing Agreement). Such Reimbursable expenses under this Section shall include the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts. The Administrator, on behalf of the Issuer, Issuer shall indemnify the Indenture Trustee forTrustee, any co-trustee and hold it and its officers, directors, their respective employees, representatives directors and agents, harmless againstas provided in the Transfer and Servicing Agreement and from funds in the Collection Account, against any and all claim, loss, liability, cost liability or expense (including reasonable attorneys’ fees and expenses and court costs, and any loss or expense incurred in connection with a successful defense, in whole or in part, of any claim that the Indenture Trustee breached its standard of carefees) incurred by it in connection with the administration of this trust and the performance of its duties hereunderhereunder or under any Operative Agreement, including those incurred in connection with including, without limitation, the execution and filing of any action, claim or suit brought to enforce the Indenture Trustee’s right to indemnification; provided, however, that the Administrator need not indemnify the Indenture Trustee for, or hold it harmless against, any such loss, liability, cost or expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faithinformation returns. The Indenture Trustee or co-trustee, as applicable, shall notify the Issuer and the Trust Administrator promptly of any claim for which it may seek indemnity. Any failure Failure by the Indenture Trustee or the co-trustee, as applicable, to so notify the Issuer and the Trust Administrator shall not, however, not relieve the Issuer or the Trust Administrator of its obligations hereunder. The Administrator, on behalf of the Issuer, Issuer shall defend any such claim. The Indenture Trustee may have separate counsel in connection with the defense of any such claim, and the Administrator, on behalf of the Issuer, shall pay Indenture Trustee and any co-trustee may have separate counsel and the fees and expenses of such counselcounsel shall be payable on behalf of the Issuer from funds in the Collection Account. If The Issuer shall not be required to reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee is then acting or any co-trustee through the Indenture Trustee’s or co-trustee’s, as Administratorthe case may be, all payment own willful misconduct, negligence or bad faith. The Issuer’s obligations to the Indenture Trustee and any co-trustee pursuant to this Section 6.7 shall be paid by CarMaxsurvive the resignation or removal of the Indenture Trustee and the termination of discharge of this Indenture. When the Indenture Trustee or any co-trustee incurs expenses after the occurrence of a Default specified in Section 5.01(iv) or (v) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. (a) The Administrator, on behalf of the Issuer, Administrator shall pay to the Indenture Trustee from time to time reasonable compensation for its servicesservices as have been separately agreed upon between the Administrator and the Indenture Trustee. The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Administrator, on behalf of the Issuer, Administrator shall reimburse the Indenture Trustee for all reasonable out-of-pocket expenses (including extraordinary out-of-pocket expenses, advances and disbursements reasonably ) incurred or made by it, including costs of collection, in addition to the compensation for its services; provided, however, that the Administrator need not reimburse the Indenture Trustee for any expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faith. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and expertsexperts including in connection with the Indenture Trustee’s performance of its obligations under Section 10.13 of the Sale and Servicing Agreement and 35 (NAROT 2018-C Indenture) Sections 7.07 and 7.08 of this Indenture. The Administrator, on behalf of the Issuer, Administrator shall indemnify each of the Indenture Trustee for, and hold it and its officers, directors, employees, representatives and agents, harmless against, the Calculation Agent against any and all loss, liability, cost liability or expense (including reasonable attorneys’ fees and expenses and court costs, and any loss or expense incurred in connection with a successful defense, in whole or in part, of any claim that the Indenture Trustee breached its standard of careexpenses) incurred by it in connection with the administration of this trust Indenture or any of the Basic Documents and the performance of its duties hereunderhereunder or thereunder, including those legal fees and expenses incurred in connection with the enforcement by such Person of any actionindemnification or other obligation of the Issuer or Administrator, claim or suit brought to enforce the Indenture Trustee’s right to indemnification; provided, however, that the Administrator need shall not reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee foror the Calculation Agent, or hold it harmless againstas applicable, any such loss, liability, cost or expense incurred through the Indenture Trustee’s or the Calculation Agent’s, as applicable, own willful misconduct, negligence, negligence or bad faith. The Indenture Trustee or the Calculation Agent, as applicable, shall notify the Issuer and the Administrator promptly of any claim for which it may seek indemnity. Any failure Failure by the Indenture Trustee or the Calculation Agent, as applicable, to so notify the Issuer and the Administrator shall not, however, not relieve the Administrator of its obligations hereunder. The Administrator, on behalf of the Issuer, Administrator shall defend any such claim. The Indenture Trustee may have separate counsel in connection with the defense of any such claim, and the AdministratorIndenture Trustee or the Calculation Agent, on behalf of as applicable, may have separate counsel and the Issuer, Administrator shall pay the fees and expenses of such counsel. If To the extent not paid by the Administrator and outstanding for at least 60 days, such fees and indemnities shall be paid by the Issuer pursuant to Section 5.06 of the Sale and Servicing Agreement, provided, that prior to such payment pursuant to the Sale and Servicing Agreement, the Indenture Trustee is then acting or the Calculation Agent, as applicable, shall notify the Administrator in writing that such fees and indemnities, as applicable, have been outstanding for at least 60 days. If such fees and indemnities, as applicable, are paid pursuant to Section 5.06 of the Sale and Servicing Agreement, the Administrator shall reimburse the Issuer in full for such payments. The Administrator, all ’s payment obligations to the Indenture Trustee and the Calculation Agent pursuant to this Section 6.7 shall be paid by CarMaxsurvive the discharge of this Indenture. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.01(e) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. (a) The AdministratorIndenture Trustee shall be entitled, on behalf of the Issueras compensation for its services, shall pay to the Indenture Trustee from time to time reasonable compensation for its servicesFee, as provided in the Transfer and Servicing Agreement. The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Administrator, on behalf of Indenture Trustee and any co-trustee shall be reimbursed by the Issuer, shall reimburse as provided in the Indenture Trustee Transfer and Servicing Agreement, for all expenses, advances and disbursements reasonably reasonable ordinary out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services; provided, however, that services (as provided in the Administrator need not reimburse the Indenture Trustee for any expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faithTransfer and Servicing Agreement). Such Reimbursable expenses under this Section shall include the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts. The Administrator, on behalf of the Issuer, Issuer shall indemnify the Indenture Trustee forTrustee, any co-trustee and hold it and its officers, directors, their respective employees, representatives directors and agents, harmless againstas provided in the Transfer and Servicing Agreement, against any and all claim, loss, liability, cost liability or expense (including reasonable attorneys’ fees and expenses and court costs, and any loss or expense incurred in connection with a successful defense, in whole or in part, of any claim that the Indenture Trustee breached its standard of carefees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder, including those incurred in connection with hereunder or under any action, claim or suit brought to enforce the Indenture Trustee’s right to indemnification; provided, however, that the Administrator need not indemnify the Indenture Trustee for, or hold it harmless against, any such loss, liability, cost or expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faithOperative Agreement. The Indenture Trustee or co-trustee, as applicable, shall notify the Issuer and the Administrator promptly of any claim for which it may seek indemnity. Any failure Failure by the Indenture Trustee or the co-trustee, as applicable, to so notify the Issuer and the Administrator shall not, however, not relieve the Issuer or the Administrator of its obligations hereunder. The Administrator, on behalf of the Issuer, Issuer shall defend any such claim. The Indenture Trustee may have separate counsel in connection with the defense of any such claim, and the Administrator, on behalf of Indenture Trustee and any co-trustee may have separate counsel and the Issuer, Issuer shall pay the fees and expenses of such counsel. If The Issuer shall not be required to reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee is then acting or any co-trustee through the Indenture Trustee’s or co-trustee’s, as Administratorthe case may be, all payment own willful misconduct, negligence or bad faith. The Issuer’s obligations to the Indenture Trustee and any co-trustee pursuant to this Section 6.7 shall be paid by CarMaxsurvive the discharge of this Indenture. When the Indenture Trustee or any co-trustee incurs expenses after the occurrence of a Default specified in Section 5.01(iv) or (v) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. (a) The Administrator, on behalf of the Issuer, Issuer shall pay to the Indenture Trustee from time to time on each Payment Date reasonable compensation for its services. The amount of the Indenture Trustee Fee shall be paid by the Master Servicer to the Indenture Trustee on each Payment Date pursuant to Section 3.07(a)(x) of the Servicing Agreement and all amounts owing to the Indenture Trustee hereunder (including amounts owing from the Issuer for indemnification and otherwise) in excess of such amount shall be paid solely as provided in Section 3.05(b)(viii), Section 3.05(c)(viii) and Section 5.04(b) hereof. The Indenture Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Administrator, on behalf of the Issuer, Issuer shall reimburse the Indenture Trustee for all expenses, advances and disbursements reasonably reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services; provided, however, that the Administrator need not reimburse the Indenture Trustee for any expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faith. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s 's agents, counsel, accountants and experts. The Administrator, on behalf of the Issuer, Issuer shall indemnify the Indenture Trustee forand any director, officer, employee or agent of the Indenture Trustee or any Person that "controls" the Trustee within the meaning of the Securities Act and hold it and its officers, directors, employees, representatives and agents, harmless against, the Exchange Act against any and all loss, liability, cost liability or expense (including reasonable attorneys’ fees and expenses and court costs, and any loss or expense incurred in connection with a successful defense, in whole or in part, of any claim that the Indenture Trustee breached its standard of care' fees) incurred by it in connection with the administration of this trust Trust and the performance of its duties hereunder, including those incurred in connection with any action, claim or suit brought to enforce the Indenture Trustee’s right to indemnification; provided, however, that the Administrator need not indemnify the Indenture Trustee for, or hold it harmless against, any such loss, liability, cost or expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faith. The Indenture Trustee shall notify the Issuer and the Administrator promptly of any claim for which it may seek indemnity. Any failure Failure by the Indenture Trustee 42 to so notify the Issuer and the Administrator shall not, however, not relieve the Administrator Issuer of its obligations hereunder. The Administrator, on behalf of the Issuer, Issuer shall defend any such claim. The , and the Indenture Trustee may have separate counsel in connection with the defense of any such claim, and the Administrator, on behalf of the Issuer, Issuer shall pay the fees and expenses of such counsel. If The Issuer is not obligated to reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee is then acting as Administratorthrough the Indenture Trustee's own willful misconduct, all negligence or bad faith. The Issuer's payment obligations to the Indenture Trustee pursuant to this Section 6.7 6.07 shall be paid by CarMaxsurvive the discharge of this Indenture and the termination or resignation of the Indenture Trustee. When the Indenture Trustee incurs expenses after the occurrence of an Event of Default with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. (a) The AdministratorIndenture Trustee shall be entitled, on behalf of the Issueras compensation for its services, shall pay to the Indenture Trustee from time to time reasonable compensation for its servicesFee, as provided in the Transfer and Servicing Agreement. The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Administrator, on behalf of Indenture Trustee and any co-trustee shall be reimbursed by the Issuer, shall reimburse as provided in the Indenture Trustee Transfer and Servicing Agreement, for all expenses, advances and disbursements reasonably reasonable ordinary out of pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services; provided, however, that services (as provided in the Administrator need not reimburse the Indenture Trustee for any expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faithTransfer and Servicing Agreement). Such Reimbursable expenses under this Section shall include the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts. The Administrator, on behalf of the Issuer, Issuer shall indemnify the Indenture Trustee forTrustee, any co-trustee and hold it and its officers, directors, their respective employees, representatives directors and agents, harmless againstas provided in the Transfer and Servicing Agreement, against any and all claim, loss, liability, cost liability or expense (including reasonable attorneys’ fees and expenses and court costs, and any loss or expense incurred in connection with a successful defense, in whole or in part, of any claim that the Indenture Trustee breached its standard of carefees) incurred by it in connection with the administration of this trust and the performance of its duties hereunderhereunder or under any Operative Agreement, including those incurred in connection including, without limitation, the execution and filing of any information returns and being the mortgagee of record with any action, claim or suit brought respect to enforce the Indenture Trustee’s right to indemnification; provided, however, that the Administrator need not indemnify the Indenture Trustee for, or hold it harmless against, any such loss, liability, cost or expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faithAssistance Loans. The Indenture Trustee or co-trustee, as applicable, shall notify the Issuer and the Administrator promptly of any claim for which it may seek indemnity. Any failure Failure by the Indenture Trustee or the co-trustee, as applicable, to so notify the Issuer and the Administrator shall not, however, not relieve the Issuer or the Administrator of its obligations hereunder. The Administrator, on behalf of the Issuer, Issuer shall defend any such claim. The Indenture Trustee may have separate counsel in connection with the defense of any such claim, and the Administrator, on behalf of Indenture Trustee and any co-trustee may have separate counsel and the Issuer, Issuer shall pay the fees and expenses of such counsel. If The Issuer shall not be required to reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee is then acting or any co-trustee through the Indenture Trustee’s or co-trustee’s, as Administratorthe case may be, all payment own willful misconduct, negligence or bad faith. The Issuer’s obligations to the Indenture Trustee and any co-trustee pursuant to this Section 6.7 shall be paid by CarMaxsurvive the discharge of this Indenture. When the Indenture Trustee or any co-trustee incurs expenses after the occurrence of a Default specified in Section 5.01(iv) or (v) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. (a) The Administrator, on behalf of the Issuer, shall pay to the Indenture Trustee from time to time reasonable compensation for its services. The Indenture Trustee’s Table of Contents compensation shall not be limited by any law on compensation of a trustee of an express trust. The Administrator, on behalf of the Issuer, shall reimburse the Indenture Trustee for all expenses, advances and disbursements reasonably incurred or made by it, including costs of collection, in addition to the compensation for its services; provided, however, that the Administrator need not reimburse the Indenture Trustee for any expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faith. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts. The Administrator, on behalf of the Issuer, shall indemnify the Indenture Trustee for, and hold it and its officers, directors, employees, representatives and agents, harmless against, any and all loss, liability, cost or expense (including reasonable attorneys’ fees and expenses and court costs, and any loss or expense incurred in connection with a successful defense, in whole or in part, of any claim that the Indenture Trustee breached its standard of care) incurred by it in connection with the administration of this trust and the performance of its duties hereunder, including those incurred in connection with any action, claim or suit brought to enforce the Indenture Trustee’s right to indemnification; provided, however, that the Administrator need not indemnify the Indenture Trustee for, or hold it harmless against, any such loss, liability, cost or expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faith. The Indenture Trustee shall notify the Issuer and the Administrator promptly of any claim for which it may seek indemnity. Any failure by the Indenture Trustee to so notify the Issuer and the Administrator shall not, however, relieve the Administrator of its obligations hereunder. The Administrator, on behalf of the Issuer, shall defend any such claim. The Indenture Trustee may have separate counsel in connection with the defense of any such claim, and the Administrator, on behalf of the Issuer, shall pay the fees and expenses of such counsel. If the Indenture Trustee is then acting as Administrator, all payment obligations to the Indenture Trustee pursuant to this Section 6.7 shall be paid by CarMax.

Compensation and Indemnity. (a) The Administrator, on behalf of the Issuer, Administrator shall pay to the Indenture Trustee from time to time reasonable compensation for its servicesservices as have been separately agreed upon between the Administrator and the Indenture Trustee. The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Administrator, on behalf of the Issuer, Administrator shall reimburse the Indenture Trustee for all reasonable out-of-pocket expenses (including extraordinary out-of-pocket expenses, advances and disbursements reasonably ) incurred or made by it, including costs of collection, in addition to the compensation for its services; provided, however, that the Administrator need not reimburse the Indenture Trustee for any expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faith. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and expertsexperts including in connection with the Indenture Trustee’s performance of its obligations under Section 4.4 of the Purchase Agreement and Sections 7.07 and 7.08 of this Indenture. The Administrator, on behalf of the Issuer, Administrator shall indemnify each of the Indenture Trustee for, and hold it and its officers, directors, employees, representatives and agents, harmless against, the Calculation Agent against any and all loss, liability, cost liability or expense (including reasonable attorneys’ fees and expenses and court costs, and any loss or expense incurred in connection with a successful defense, in whole or in part, of any claim that the Indenture Trustee breached its standard of careexpenses) incurred by it in connection with the administration of this trust Indenture or any of the Basic Documents and the performance of its duties hereunderhereunder or thereunder, including those legal fees and expenses incurred in connection with the enforcement by such Person of any actionindemnification or other obligation of the Issuer or Administrator, claim or suit brought to enforce the Indenture Trustee’s right to indemnification; provided, however, that the Administrator need shall not reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee foror the Calculation Agent, or hold it harmless againstas applicable, any such loss, liability, cost or expense incurred through the Indenture Trustee’s or the Calculation Agent’s, as applicable, own willful misconduct, negligence, negligence or bad faith. The Indenture Trustee or the Calculation Agent, as applicable, shall notify the Issuer and the Administrator promptly of any claim for which it may seek indemnity. Any failure Failure by the Indenture Trustee or the Calculation Agent, as applicable, to so notify the Issuer and the Administrator shall not, however, not relieve the Administrator of its obligations hereunder. The Administrator, on behalf of the Issuer, Administrator shall defend any such claim. The Indenture Trustee may have separate counsel in connection with the defense of any such claim, and the AdministratorIndenture Trustee or the Calculation Agent, on behalf of as applicable, may have separate counsel and the Issuer, Administrator shall pay the fees and expenses of such counsel. If To the extent not paid by the Administrator and outstanding for at least 60 days, such fees and indemnities, as applicable, shall be paid by the Issuer pursuant to Section 5.06 of the Sale and Servicing Agreement, provided, that prior to such payment pursuant to the Sale and Servicing Agreement, the Indenture Trustee is then acting or the Calculation Agent, as applicable, shall notify the Administrator in writing that such fees and indemnities, as applicable, have been outstanding for at least 60 days. If such fees and indemnities, as applicable, are paid pursuant to Section 5.06 of the Sale and Servicing Agreement, the Administrator shall reimburse the Issuer in full for such payments. The Administrator, all ’s payment obligations to the Indenture Trustee and the Calculation Agent pursuant to this Section 6.7 shall be paid by CarMaxsurvive the discharge of this Indenture. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.01(e) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. (a) The Administrator, on behalf of the Issuer, Administrator shall pay to the Indenture Trustee from time to time reasonable compensation for its servicesservices as have been separately agreed upon between the Administrator and the Indenture Trustee. The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Administrator, on behalf of the Issuer, Administrator shall reimburse the Indenture Trustee for all reasonable out-of-pocket expenses (including extraordinary out-of-pocket expenses, advances and disbursements reasonably ) incurred or made by it, including costs of collection, in addition to the compensation for its services; provided, however, that the Administrator need not reimburse the Indenture Trustee for any expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faith. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and expertsexperts including in connection with the Indenture Trustee’s performance of its obligations under Section 10.13 of the Sale and Servicing Agreement and Sections 7.07 and 7.08 of this Indenture. The Administrator, on behalf of the Issuer, Administrator shall indemnify each of the Indenture Trustee for, and hold it and its officers, directors, employees, representatives and agents, harmless against, the Calculation Agent against any and all loss, liability, cost liability or expense (including reasonable attorneys’ fees and expenses and court costs, and any loss or expense incurred in connection with a successful defense, in whole or in part, of any claim that the Indenture Trustee breached its standard of careexpenses) incurred by it in connection with the administration of this trust Indenture or any of the Basic Documents and the performance of its duties hereunderhereunder or thereunder, including those legal fees and expenses incurred in connection with the enforcement by such Person of any actionindemnification or other obligation of the Issuer or Administrator, claim or suit brought to enforce the Indenture Trustee’s right to indemnification; provided, however, that the Administrator need shall not reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee foror the Calculation Agent, or hold it harmless againstas applicable, any such loss, liability, cost or expense incurred through the Indenture Trustee’s or the Calculation Agent’s, as applicable, own willful misconduct, negligence, negligence or bad faith. The Indenture Trustee or the Calculation Agent, as 37 (NAROT 2019-C Indenture) applicable, shall notify the Issuer and the Administrator promptly of any claim for which it may seek indemnity. Any failure Failure by the Indenture Trustee or the Calculation Agent, as applicable, to so notify the Issuer and the Administrator shall not, however, not relieve the Administrator of its obligations hereunder. The Administrator, on behalf of the Issuer, Administrator shall defend any such claim. The Indenture Trustee may have separate counsel in connection with the defense of any such claim, and the AdministratorIndenture Trustee or the Calculation Agent, on behalf of as applicable, may have separate counsel and the Issuer, Administrator shall pay the fees and expenses of such counsel. If To the extent not paid by the Administrator and outstanding for at least 60 days, such fees and indemnities shall be paid by the Issuer pursuant to Section 5.06 of the Sale and Servicing Agreement, provided, that prior to such payment pursuant to the Sale and Servicing Agreement, the Indenture Trustee is then acting or the Calculation Agent, as applicable, shall notify the Administrator in writing that such fees and indemnities, as applicable, have been outstanding for at least 60 days. If such fees and indemnities, as applicable, are paid pursuant to Section 5.06 of the Sale and Servicing Agreement, the Administrator shall reimburse the Issuer in full for such payments. The Administrator, all ’s payment obligations to the Indenture Trustee and the Calculation Agent pursuant to this Section 6.7 shall be paid by CarMaxsurvive the discharge of this Indenture. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.01(e) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. (a) The Administrator, on behalf of the Issuer, Administrator shall pay to the Indenture Trustee from time to time reasonable compensation for its servicesservices as have been separately agreed upon between the Administrator and the Indenture Trustee. The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Administrator, on behalf of the Issuer, Administrator shall reimburse the Indenture Trustee for all reasonable out-of-pocket expenses (including extraordinary out-of-pocket expenses, advances and disbursements reasonably ) incurred or made by it, including costs of collection, in addition to the compensation for its services; provided, however, that the Administrator need not reimburse the Indenture Trustee for any expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faith. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and expertsexperts including in connection with the Indenture Trustee’s performance of its obligations under Section 4.4 of the Purchase Agreement and Sections 7.07 and 7.08 of this Indenture. The Administrator, on behalf of the Issuer, 35 (NAROT 2023-A Indenture) Administrator shall indemnify each of the Indenture Trustee for, and hold it and its officers, directors, employees, representatives and agents, harmless against, the Calculation Agent against any and all loss, liability, cost liability or expense (including reasonable attorneys’ fees and expenses and court costs, and any loss or expense incurred in connection with a successful defense, in whole or in part, of any claim that the Indenture Trustee breached its standard of careexpenses) incurred by it in connection with the administration of this trust Indenture or any of the Basic Documents and the performance of its duties hereunderhereunder or thereunder, including those legal fees and expenses incurred in connection with the enforcement by such Person of any actionindemnification or other obligation of the Issuer or Administrator, claim or suit brought to enforce the Indenture Trustee’s right to indemnification; provided, however, that the Administrator need shall not reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee foror the Calculation Agent, or hold it harmless againstas applicable, any such loss, liability, cost or expense incurred through the Indenture Trustee’s or the Calculation Agent’s, as applicable, own willful misconduct, negligence, negligence or bad faith. The Indenture Trustee or the Calculation Agent, as applicable, shall notify the Issuer and the Administrator promptly of any claim for which it may seek indemnity. Any failure Failure by the Indenture Trustee or the Calculation Agent, as applicable, to so notify the Issuer and the Administrator shall not, however, not relieve the Administrator of its obligations hereunder. The Administrator, on behalf of the Issuer, Administrator shall defend any such claim. The Indenture Trustee may have separate counsel in connection with the defense of any such claim, and the AdministratorIndenture Trustee or the Calculation Agent, on behalf of as applicable, may have separate counsel and the Issuer, Administrator shall pay the fees and expenses of such counsel. If To the extent not paid by the Administrator and outstanding for at least 60 days, such fees and indemnities, as applicable, shall be paid by the Issuer pursuant to Section 5.06 of the Sale and Servicing Agreement, provided, that prior to such payment pursuant to the Sale and Servicing Agreement, the Indenture Trustee is then acting or the Calculation Agent, as applicable, shall notify the Administrator in writing that such fees and indemnities, as applicable, have been outstanding for at least 60 days. If such fees and indemnities, as applicable, are paid pursuant to Section 5.06 of the Sale and Servicing Agreement, the Administrator shall reimburse the Issuer in full for such payments. The Administrator, all ’s payment obligations to the Indenture Trustee and the Calculation Agent pursuant to this Section 6.7 shall be paid by CarMaxsurvive the discharge of this Indenture. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.01(e) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. (a) The Administrator, on behalf of the Issuer, Issuer shall pay to the Indenture Trustee from time to time reasonable compensation for its services. The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Administrator, on behalf of the Issuer, Issuer shall reimburse the Indenture Trustee for all reasonable out-of-pocket expenses, disbursements and advances and disbursements reasonably incurred or made by it, including costs of collection, in addition to the compensation for its services; provided, however, that the Administrator need not reimburse the Indenture Trustee for any expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faith. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts. The Administrator, on behalf of the Issuer, Issuer shall indemnify and hold harmless the Indenture Trustee for, and hold it and its officers, directors, employees, representatives employees and agents, harmless againstto the extent permitted by law, from and against any and all losscosts, liabilitydamages, cost expenses, losses, taxes (other than taxes imposed on the Indenture Trustee in connection with fees and amounts earned or expense obtained in accordance with this Indenture), liabilities or other amounts whatsoever (including reasonable attorneys’ counsel fees and expenses and court costs, and any loss or expense expenses) incurred in connection with a successful defense, in whole or in part, of any claim that by the Indenture Trustee breached its standard of care) incurred by it in connection with the administration of this trust, the enforcement of this trust and the performance all of its duties hereunder, including those incurred in connection with any action, claim or suit brought to enforce the Indenture Trustee’s right rights, powers and duties under this Indenture and the other Basic Documents to indemnification; provided, however, that the Administrator need not indemnify which the Indenture Trustee for, or hold it harmless against, any such loss, liability, cost or expense incurred through is a party and the performance by the Indenture Trustee’s willful misconduct, negligence, Trustee of the duties and obligations of the Indenture Trustee under or bad faithpursuant to this Indenture and the other Basic Documents to which the Indenture Trustee is a party. The Indenture Trustee shall notify the Issuer and the Administrator promptly as soon as is reasonably practicable of any claim for which it may seek indemnity. Any failure Failure by the Indenture Trustee to so notify the Issuer and the Administrator shall not, however, not relieve the Administrator Issuer of its obligations hereunder. The Administrator, on behalf of the Issuer, Issuer shall defend any such claim. The the claim and the Indenture Trustee may have separate counsel in connection with the defense of any such claim, and the Administrator, on behalf of the Issuer, Issuer shall pay the fees and expenses of such counsel. If The Issuer need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee is then acting as Administrator(i) through the Indenture Trustee’s own willful misconduct, all negligence or bad faith or (ii) to the extent the Indenture Trustee was reimbursed for or indemnified against any such loss, liability or expense by the Transferor pursuant to the Transfer Agreement, the Seller pursuant to the Sale Agreement or by the Servicer pursuant to the Servicing Agreement. The Issuer’s payment obligations to the Indenture Trustee pursuant to this Section 6.7 shall be paid by CarMaxsurvive the discharge of this Indenture or the earlier resignation or removal of the Indenture Trustee. When the Indenture Trustee incurs expenses after the occurrence of a Default or Event of Default specified in Section 5.01(iv) or (v) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable Federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. (a) The Administrator, on behalf of the Issuer, Company shall pay to the Indenture Trustee from time to time reasonable and each Paying Agent such compensation as shall be agreed upon in writing for its services. The Indenture Trustee’s compensation of the Trustee and any Paying Agent shall not be limited by any law on compensation of a trustee of an express trust. The Administrator, on behalf of the Issuer, Company shall reimburse the Indenture Trustee and each Paying Agent upon request for all expenses, reasonable out-of-pocket expenses and advances and disbursements reasonably incurred or made by it, including costs of collection, in addition to the compensation for its services; provided, however, that the Administrator need not reimburse the Indenture Trustee for any expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faithand each Paying Agent. Such expenses shall include the reasonable compensation and expenses, disbursements and advances expenses of the Indenture Trustee’s agents, or such Paying Agent’s agents and counsel, accountants and experts. The Administrator, on behalf of the Issuer, Company shall indemnify the Indenture Trustee forTrustee, its agents and officers, and hold it and its officers, directors, employees, representatives and agents, harmless against, each Paying Agent against any and all losslosses, liabilityliabilities, cost or expense obligations, damages, penalties, judgments, actions, claims, suits, proceedings, such reasonable costs and expenses (including reasonable attorneys’ fees and expenses and court costs, and any loss or expense incurred in connection with a successful defense, in whole or in part, disbursements of counsel) of any claim that the Indenture Trustee breached its standard of care) kind whatsoever which may be incurred by it the Trustee, its agents and officers, or such Paying Agent arising out of or in connection with the acceptance or administration of this trust and the performance of its duties hereunder, including those incurred in connection with any action, claim or suit brought to enforce the Indenture Trustee’s right to indemnificationunder this Indenture; provided, however, that the Administrator Company need not reimburse any expense or indemnify the Indenture Trustee for, or hold it harmless against, against any such loss, liabilityobligation, damage, penalty, judgment, action, suit, proceeding, reasonable cost or expense (including reasonable fees and disbursements of counsel) of any kind whatsoever which may be incurred through by the Indenture Trustee or such Paying Agent, as the case may be, in connection with any investigative, administrative or judicial proceeding (whether or not such indemnified party is designated a party to such proceeding) in which and to the extent that it is determined that the Trustee’s , its agents and officers, or any Paying Agent acted with negligence, bad faith or willful misconduct, negligence, or bad faith. The Indenture Trustee and each Paying Agent shall notify the Issuer and the Administrator Company promptly of any claim of which a Responsible Officer of the Trustee or an officer of such Paying Agent has received written notice for which it may seek indemnity. Any failure Failure by the Indenture Trustee or any Paying Agent to so notify the Issuer and the Administrator Company shall not, however, not relieve the Administrator Company of its obligations hereunder, unless the Company is materially prejudiced thereby. The AdministratorCompany shall defend the claim and the Trustee and such Paying Agent, on behalf of as the Issuercase may be, shall defend cooperate in the defense. Unless otherwise set forth herein, the Trustee or any such claim. The Indenture Trustee Paying Agent may have separate counsel in connection with the defense of any such claim, and the Administrator, on behalf of the Issuer, Company shall pay the reasonable fees and expenses of such counsel. The Company need not pay for any settlement made without its consent. 62 To secure the Company’s payment obligations in this Section 7.07, the Trustee and any Paying Agent shall have a lien prior to the Notes on all money or property held or collected by the Trustee or any Paying Agent, in its capacity as Trustee or Paying Agent, except money or property held in trust by the Trustee or any Paying Agent to pay principal of, premium, if any, and interest on particular Notes. If the Indenture Trustee is then acting as Administratoror Paying Agent incurs expenses or renders services after the occurrence of an Event of Default specified in clause (h) or (i) of Section 6.01, all payment obligations the expenses and the compensation for the services will be intended to constitute expenses of administration under Title 11 of the Indenture Trustee pursuant to United States Bankruptcy Code or any applicable federal or state law for the relief of debtors. The provisions of this Section 6.7 7.07 shall be paid by CarMaxsurvive the termination of this Indenture and the resignation or removal of the Trustee.

Compensation and Indemnity. (a) The Administrator, on behalf of the Issuer, Administrator shall pay to the Indenture Trustee from time to time reasonable compensation for its servicesservices as have been separately agreed upon between the Administrator and the Indenture Trustee. The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Administrator, on behalf of the Issuer, Administrator shall reimburse the Indenture Trustee for all reasonable out-of-pocket expenses (including extraordinary out-of-pocket expenses, advances and disbursements reasonably ) incurred or made by it, including costs of collection, in addition to the compensation for its services; provided, however, that the Administrator need not reimburse the Indenture Trustee for any expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faith. Such expenses shall include the reasonable 35 (NAROT 2019-A Indenture) compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and expertsexperts including in connection with the Indenture Trustee’s performance of its obligations under Section 10.13 of the Sale and Servicing Agreement and Sections 7.07 and 7.08 of this Indenture. The Administrator, on behalf of the Issuer, Administrator shall indemnify each of the Indenture Trustee for, and hold it and its officers, directors, employees, representatives and agents, harmless against, the Calculation Agent against any and all loss, liability, cost liability or expense (including reasonable attorneys’ fees and expenses and court costs, and any loss or expense incurred in connection with a successful defense, in whole or in part, of any claim that the Indenture Trustee breached its standard of careexpenses) incurred by it in connection with the administration of this trust Indenture or any of the Basic Documents and the performance of its duties hereunderhereunder or thereunder, including those legal fees and expenses incurred in connection with the enforcement by such Person of any actionindemnification or other obligation of the Issuer or Administrator, claim or suit brought to enforce the Indenture Trustee’s right to indemnification; provided, however, that the Administrator need shall not reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee foror the Calculation Agent, or hold it harmless againstas applicable, any such loss, liability, cost or expense incurred through the Indenture Trustee’s or the Calculation Agent’s, as applicable, own willful misconduct, negligence, negligence or bad faith. The Indenture Trustee or the Calculation Agent, as applicable, shall notify the Issuer and the Administrator promptly of any claim for which it may seek indemnity. Any failure Failure by the Indenture Trustee or the Calculation Agent, as applicable, to so notify the Issuer and the Administrator shall not, however, not relieve the Administrator of its obligations hereunder. The Administrator, on behalf of the Issuer, Administrator shall defend any such claim. The Indenture Trustee may have separate counsel in connection with the defense of any such claim, and the AdministratorIndenture Trustee or the Calculation Agent, on behalf of as applicable, may have separate counsel and the Issuer, Administrator shall pay the fees and expenses of such counsel. If To the extent not paid by the Administrator and outstanding for at least 60 days, such fees and indemnities shall be paid by the Issuer pursuant to Section 5.06 of the Sale and Servicing Agreement, provided, that prior to such payment pursuant to the Sale and Servicing Agreement, the Indenture Trustee is then acting or the Calculation Agent, as applicable, shall notify the Administrator in writing that such fees and indemnities, as applicable, have been outstanding for at least 60 days. If such fees and indemnities, as applicable, are paid pursuant to Section 5.06 of the Sale and Servicing Agreement, the Administrator shall reimburse the Issuer in full for such payments. The Administrator, all ’s payment obligations to the Indenture Trustee and the Calculation Agent pursuant to this Section 6.7 shall be paid by CarMaxsurvive the discharge of this Indenture. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.01(e) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. (a) The Administrator, on behalf of the Issuer, shall pay to the Indenture Trustee from time to time reasonable compensation for its services. The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Administrator, on behalf of the Issuer, shall reimburse the Indenture Trustee for all expenses, advances and disbursements reasonably incurred or made by it, including costs of collection, in addition to the compensation for its services; provided, however, that the Administrator need not reimburse the Indenture Trustee for any expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faith. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts. The Administrator, on behalf of the Issuer, shall indemnify the Indenture Trustee for, and hold it and its officers, directors, employees, representatives and agents, harmless against, any and all loss, liability, cost liability or expense (including reasonable attorneys’ fees and expenses and court costs, and any loss or expense incurred in connection with a successful defense, in whole or in part, of any claim that the Indenture Trustee breached its standard of careexpenses) incurred by it in connection with the administration of this trust and the performance of its duties hereunder, including those incurred in connection with any action, claim or suit brought to enforce the Indenture Trustee’s right to indemnification; provided, however, that the Administrator need not indemnify the Indenture Trustee for, or hold it harmless against, any such loss, liability, cost liability or expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faith. The Indenture Trustee shall notify the Issuer and the Administrator promptly of any claim for which it may seek indemnity. Any failure by the Indenture Trustee to so notify the Issuer and the Administrator shall not, however, relieve the Administrator of its obligations hereunder. The Administrator, on behalf of the Issuer, shall defend any such claim. The Indenture Trustee may have separate counsel in connection with the defense of any such claim, and the Administrator, on behalf of the Issuer, shall pay the fees and expenses of such counsel. If the Indenture Trustee is then acting as Administrator, all payment obligations to the Indenture Trustee pursuant to this Section Section 6.7 shall be paid by CarMax.

Compensation and Indemnity. (a) The Administrator, on behalf of the Issuer, Company shall pay to the Indenture Trustee from time to time reasonable and each Paying Agent such compensation as shall be agreed upon in writing for its services. The Indenture Trustee’s compensation of the Trustee and any Paying Agent shall not be limited by any law on compensation of a trustee of an express trust. The Administrator, on behalf of the Issuer, Company shall reimburse the Indenture Trustee and each Paying Agent upon request for all expenses, reasonable out-of-pocket expenses and advances and disbursements reasonably incurred or made by it, including costs of collection, in addition to the compensation for its services; provided, however, that the Administrator need not reimburse the Indenture Trustee for any expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faithand each Paying Agent. Such expenses shall include the reasonable compensation and expenses, disbursements and advances expenses of the Indenture Trustee’s agents, or such Paying Agent’s agents and counsel, accountants and experts. The Administrator, on behalf of the Issuer, Company shall indemnify the Indenture Trustee forTrustee, its agents and officers, and hold it and its officers, directors, employees, representatives and agents, harmless against, each Paying Agent against any and all losslosses, liabilityliabilities, cost or expense obligations, damages, penalties, judgments, actions, claims, suits, proceedings, such reasonable costs and expenses (including reasonable attorneys’ 62 fees and expenses and court costs, and any loss or expense incurred in connection with a successful defense, in whole or in part, disbursements of counsel) of any claim that the Indenture Trustee breached its standard of care) kind whatsoever which may be incurred by it the Trustee, its agents and officers, or such Paying Agent arising out of or in connection with the acceptance or administration of this trust and the performance of its duties hereunder, including those incurred in connection with any action, claim or suit brought to enforce the Indenture Trustee’s right to indemnificationunder this Indenture; provided, however, that the Administrator Company need not reimburse any expense or indemnify the Indenture Trustee for, or hold it harmless against, against any such loss, liabilityobligation, damage, penalty, judgment, action, suit, proceeding, reasonable cost or expense (including reasonable fees and disbursements of counsel) of any kind whatsoever which may be incurred through by the Indenture Trustee or such Paying Agent, as the case may be, in connection with any investigative, administrative or judicial proceeding (whether or not such indemnified party is designated a party to such proceeding) in which and to the extent that it is determined that the Trustee’s , its agents and officers, or any Paying Agent acted with negligence, bad faith or willful misconduct, negligence, or bad faith. The Indenture Trustee and each Paying Agent shall notify the Issuer and the Administrator Company promptly of any claim of which a Responsible Officer of the Trustee or an officer of such Paying Agent has received written notice for which it may seek indemnity. Any failure Failure by the Indenture Trustee or any Paying Agent to so notify the Issuer and the Administrator Company shall not, however, not relieve the Administrator Company of its obligations hereunder, unless the Company is materially prejudiced thereby. The AdministratorCompany shall defend the claim and the Trustee and such Paying Agent, on behalf of as the Issuercase may be, shall defend cooperate in the defense. Unless otherwise set forth herein, the Trustee or any such claim. The Indenture Trustee Paying Agent may have separate counsel in connection with the defense of any such claim, and the Administrator, on behalf of the Issuer, Company shall pay the reasonable fees and expenses of such counsel. The Company need not pay for any settlement made without its consent. To secure the Company’s payment obligations in this Section 7.07, the Trustee and any Paying Agent shall have a lien prior to the Notes on all money or property held or collected by the Trustee or any Paying Agent, in its capacity as Trustee or Paying Agent, except money or property held in trust by the Trustee or any Paying Agent to pay principal of, premium, if any, and interest on particular Notes. If the Indenture Trustee is then acting as Administratoror Paying Agent incurs expenses or renders services after the occurrence of an Event of Default specified in clause (h) or (i) of Section 6.01, all payment obligations the expenses and the compensation for the services will be intended to constitute expenses of administration under Title 11 of the Indenture Trustee pursuant to United States Bankruptcy Code or any applicable federal or state law for the relief of debtors. The provisions of this Section 6.7 7.07 shall be paid by CarMaxsurvive the termination of this Indenture and the resignation or removal of the Trustee.

Compensation and Indemnity. (a) The Administrator, on behalf of the Issuer, Issuer shall pay to the Indenture Trustee from time to time reasonable and Collateral Agent such compensation as shall be agreed in writing for its servicesrespective services hereunder or under any other Indenture Document. The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Administrator, on behalf of the Issuer, Issuer shall reimburse the Indenture Trustee or the Collateral Agent upon request for all expenses, advances and disbursements reasonably reasonable out-of-pocket expenses incurred or made by itthe Trustee or the Collateral Agent, as the case may be, including costs of collection, in addition to the compensation for its services; provided, however, that the Administrator need not reimburse the Indenture Trustee for any expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faithservices respectively. Such expenses shall include the reasonable compensation and expenses, disbursements and advances out-of-pocket expenses of the Indenture Trustee’s or Collateral Agent’s applicable agents and counsel. The Issuer and the Guarantors, jointly and severally, hereby indemnify and hold harmless each of the Trustee, the Collateral Agent, and their respective agents, counselemployees, accountants and experts. The Administrator, on behalf of the Issuer, shall indemnify the Indenture Trustee for, and hold it and its officersstockholders, directors, employees, representatives officers and agents, harmless against, counsel against any and all loss, liability, cost liability or expense (including reasonable attorneys’ fees and expenses and court costs, and any loss or expense incurred in connection with a successful defense, in whole or in part, of any claim that the Indenture Trustee breached its standard of careexpenses) incurred by it any of them without willful misconduct, negligence or bad faith on its part arising out of or in connection with the administration of this trust and the performance of its duties hereunderhereunder or under any other Indenture Document (including the costs and expenses of defending itself against any claim, including those incurred in connection with any actionwhether asserted by the Issuer, claim or suit brought to enforce the Indenture Trustee’s right to indemnification; provided, however, that the Administrator need not indemnify the Indenture Trustee for, or hold it harmless againstGuarantors, any such loss, liability, cost Holder or expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faithany other Person). The Indenture Trustee and Collateral Agent shall notify the Issuer and the Administrator promptly of any claim for which it may seek indemnity. Any failure Failure by the Indenture Trustee or Collateral Agent to so notify the Issuer and the Administrator shall not, however, not relieve the Administrator Issuer of its obligations hereunder. The Administrator, on behalf of the Issuer, Issuer shall defend any the claim and the Trustee or Collateral Agent shall cooperate in such claimdefense. The Indenture Trustee and Collateral Agent may have separate counsel in connection with the defense of any such claim, and the Administrator, on behalf of the Issuer, Issuer shall pay the reasonable fees and expenses of such counsel. If The Issuer need not pay for any settlement made without its consent, which consent may not be unreasonably withheld. The Issuer shall not reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee is then acting as Administratoror Collateral Agent through the Trustee’s or Collateral Agent’s own willful misconduct, all negligence or bad faith. To secure the Issuer’s payment obligations in this Section 7.6, the Trustee and Collateral Agent shall have a lien prior to the Indenture Notes on all money or property held or collected by the Trustee and Collateral Agent, in their respective capacities as Trustee and Collateral Agent, for any amount owing it or any predecessor Trustee or Collateral Agent except money or property held in trust to pay principal of, premium, if any, and interest on particular Notes. Without limiting any rights available to the Trustee or Collateral Agent under applicable law, when the Trustee or Collateral Agent incurs expenses or renders services after the occurrence of an Event of Default specified in Section 6.1(a)(viii) or (ix) with respect to the Issuer or any Guarantor that is a Significant Subsidiary (or any group of Guarantors that, taken together, would constitute a Significant Subsidiary), the expenses (including the reasonable fees and expenses of counsel to the Trustee or the Collateral Agent) and the compensation for such services are intended to constitute expenses of administration under Bankruptcy Law. The obligations of the Issuer and the Guarantors under Section 7.6 and any claim arising hereunder shall survive the resignation or removal of any Trustee or Collateral Agent, the satisfaction and discharge of the Issuer’s obligations pursuant to Article 8 of this Section 6.7 shall be paid by CarMaxIndenture or pursuant to any other Indenture Document and any rejection or termination under any Bankruptcy Law, and the termination of this Indenture.

Compensation and Indemnity. (a) The Administrator, on behalf of the Issuer, Indenture Trustee shall pay be entitled to the Indenture Trustee from time to time reasonable Fee as compensation for its servicesservices hereunder. The Issuer shall pay the Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Administrator, on behalf of the Issuer, shall Trustee Fee and reimburse the Indenture Trustee for all expenses, advances and disbursements reasonably reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services; provided, however, that the Administrator need not reimburse the Indenture Trustee for any expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faith. Such expenses shall include the reasonable out-of-pocket compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts. The Administrator, on behalf of the Issuer, Issuer shall indemnify the Indenture Trustee for, and hold it and its officers, directors, employees, representatives and agents, harmless against, any and all loss, liability, cost liability or expense (including reasonable attorneys’ fees and expenses and court costs, and any loss or expense incurred in connection with a successful defense, in whole or in part, of any claim that the Indenture Trustee breached its standard of careexpenses) incurred by it in connection with the administration of this trust and the performance of its duties hereunderhereunder or under the Sale and Servicing Agreement or under any other Basic Document. The fees, including those incurred expenses and indemnities described in connection with any action, claim or suit brought the immediately preceding sentence shall be paid by the Issuer pursuant to enforce the Indenture Trustee’s right to indemnification; provided, however, that terms of Section 5.06(b) of the Administrator need not indemnify the Indenture Trustee for, or hold it harmless against, any such loss, liability, cost or expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faithSale and Servicing Agreement. The Indenture Trustee shall notify the Issuer and the Administrator promptly of any claim for which it may seek indemnity. Any failure Failure by the Indenture Trustee to so notify the Issuer and the Administrator shall not, however, not relieve the Administrator Issuer of its obligations hereunderhereunder if no prejudice to the Issuer shall have resulted from such failure. The AdministratorIssuer shall, on behalf of or shall cause the IssuerAdministrator to, shall defend any such claim. The , and the Indenture Trustee may have separate counsel in connection with the defense of any such claim, and the Administrator, on behalf of the Issuer, Issuer shall pay the fees and expenses of such counsel. If The Issuer need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s own willful misconduct, negligence or bad faith, except that the Indenture Trustee shall not be liable (i) for any error of judgment made by it in good faith unless it is then acting proved that the Indenture Trustee was negligent in ascertaining the pertinent facts, (ii) with respect to any action it takes or omits to take in good faith in accordance with a direction received by it from the Noteholders in accordance with the terms of this Indenture and (iii) for interest on any money received by it except as Administrator, all the Indenture Trustee and the Issuer may agree in writing. The Indenture Trustee shall not be deemed to have knowledge of any event unless a Responsible Officer of the Indenture Trustee has actual knowledge thereof or has received written notice thereof. The Issuer’s payment obligations and indemnities to the Indenture Trustee pursuant to this Section 6.7 shall be paid by CarMaxsurvive the discharge of this Indenture or the earlier resignation or removal of the Indenture Trustee. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.01(iv) or (v) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Bankruptcy Code or any other applicable federal or State bankruptcy, insolvency or similar law.

Compensation and Indemnity. (a) The Administrator, on behalf of the Issuer, Company shall pay to the Indenture Trustee from time to time reasonable and each Paying Agent such compensation as shall be agreed upon in writing for its services. The Indenture Trustee’s compensation of the Trustee and any Paying Agent shall not be limited by any law on compensation of a trustee of an express trust. The Administrator, on behalf of the Issuer, Company shall reimburse the Indenture Trustee and each Paying Agent upon request for all expenses, reasonable out-of-pocket expenses and advances and disbursements reasonably incurred or made by it, including costs of collection, in addition to the compensation for its services; provided, however, that the Administrator need not reimburse the Indenture Trustee for any expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faithand each Paying Agent. Such expenses shall include the reasonable compensation and expenses, disbursements and advances expenses of the Indenture Trustee’s agents, 's or such Paying Agent's agents and counsel, accountants and experts. The Administrator, on behalf of the Issuer, Company shall indemnify the Indenture Trustee forTrustee, its agents and officers, and hold it and its officers, directors, employees, representatives and agents, harmless against, each Paying Agent against any and all losslosses, liabilityliabilities, cost or expense obligations, damages, penalties, judgments, actions, claims, suits, proceedings, such reasonable costs and expenses (including reasonable attorneys’ fees and expenses and court costs, and any loss or expense incurred in connection with a successful defense, in whole or in part, disbursements of counsel) of any claim that the Indenture Trustee breached its standard of care) kind whatsoever which may be incurred by it the Trustee, its agents and officers, or such Paying Agent arising out of or in connection with the acceptance or administration of this trust and the performance of its duties hereunder, including those incurred in connection with any action, claim or suit brought to enforce the Indenture Trustee’s right to indemnificationunder this Indenture; provided, however, that the Administrator Company need not reimburse any expense or indemnify the Indenture Trustee for, or hold it harmless against, against any such loss, liabilityobligation, damage, penalty, judgment, action, suit, proceeding, reasonable cost or expense (including reasonable fees and disbursements of counsel) of any kind whatsoever which may be incurred through by the Indenture Trustee or such Paying Agent, as the case may be, in connection with any investigative, administrative or judicial proceeding (whether or not such indemnified party is designated a party to such proceeding) in which and to the extent that it is determined that the Trustee’s , its agents and officers, or any Paying Agent acted with negligence, bad faith or willful misconduct, negligence, or bad faith. The Indenture Trustee and each Paying Agent shall notify the Issuer and the Administrator Company promptly of any claim of which a Responsible Officer of the Trustee or an officer of such Paying Agent has received written notice for which it may seek indemnity. Any failure Failure by the Indenture Trustee or any Paying Agent to so notify the Issuer and the Administrator Company shall not, however, not relieve the Administrator Company of its obligations hereunder, unless the Company is materially prejudiced thereby. The AdministratorCompany shall defend the claim and the Trustee and such Paying Agent, on behalf of as the Issuercase may be, shall defend cooperate in the defense. Unless otherwise set forth herein, the Trustee or any such claim. The Indenture Trustee Paying Agent may have separate counsel in connection with the defense of any such claim, and the Administrator, on behalf of the Issuer, Company shall pay the reasonable fees and expenses of such counsel. The Company need not pay for any settlement made without its consent. To secure the Company's payment obligations in this Section 7.07, the Trustee and any Paying Agent shall have a lien prior to the Notes on all money or property held or collected by the Trustee or any Paying Agent, in its capacity as Trustee or Paying Agent, except money or property held in trust by the Trustee or any Paying Agent to pay principal of, premium, if any, and interest on particular Notes. If the Indenture Trustee is then acting as Administratoror Paying Agent incurs expenses or renders services after the occurrence of an Event of Default specified in clause (h) or (i) of Section 6.01, all payment obligations the expenses and the compensation for the services will be intended to constitute expenses of administration under Title 11 of the Indenture Trustee pursuant to United States Bankruptcy Code or any applicable federal or state law for the relief of debtors. The provisions of this Section 6.7 7.07 shall be paid by CarMaxsurvive the termination of this Indenture and the resignation or removal of the Trustee.

Compensation and Indemnity. (a) The AdministratorIssuer shall, on behalf of or shall cause the IssuerAdministrator to, shall pay to the Indenture Trustee from time to time reasonable compensation for its servicesservices pursuant to a fee agreement between the Administrator and the Indenture Trustee. The Indenture Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The AdministratorIssuer shall, on behalf of or shall cause the IssuerAdministrator to, shall reimburse the Indenture Trustee for all expenses, advances and disbursements reasonably reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services; provided, however, that the Administrator need not reimburse the Indenture Trustee for any expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faith. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s 's agents, counsel, accountants and experts. The AdministratorIssuer shall, on behalf of or shall cause the IssuerAdministrator to, shall indemnify the Indenture Trustee for, and hold it and its officers, directors, employees, representatives and agents, harmless against, against any and all loss, liability, cost liability or expense (including reasonable attorneys’ fees and expenses and court costs, and any loss or expense incurred in connection with a successful defense, in whole or in part, of any claim that the Indenture Trustee breached its standard of care' fees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder, including those incurred in connection with any action, claim or suit brought to enforce the Indenture Trustee’s right to indemnification; provided, however, that the Administrator need not indemnify the Indenture Trustee for, or hold it harmless against, any such loss, liability, cost or expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faith. The Indenture Trustee shall notify the Issuer and the Administrator promptly of any claim for which it may seek indemnity. Any failure Failure by the Indenture Trustee to so notify the Issuer and the Administrator shall not, however, not relieve the Issuer or the Administrator of its obligations hereunder. The AdministratorIssuer shall, on behalf of or shall cause the IssuerAdministrator to, shall defend any such claim. The , and the Indenture Trustee may have separate counsel in connection with the defense of any such claim, and the AdministratorIssuer shall, on behalf of or shall cause the IssuerAdministrator to, shall pay the fees and expenses of such counsel. If Neither the Issuer nor the Administrator need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee is then acting as Administratorthrough the Indenture Trustee's own willful misconduct, all negligence or bad faith. The Issuer's payment obligations to the Indenture Trustee pursuant to this Section 6.7 shall be paid by CarMaxsurvive the discharge of this Master Indenture. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.01(iv) or (v) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. (a) The Administrator, on behalf of the Issuer, shall pay to the Indenture Trustee from time to time reasonable compensation for its services. The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Administrator, on behalf of the Issuer, shall reimburse the Indenture Trustee for all expenses, advances and disbursements reasonably incurred or made by it, including costs of collection, in addition to the compensation for its services; provided, however, that the Administrator need not reimburse the Indenture Trustee for any expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faith. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts. The Administrator, on behalf of the Issuer, shall indemnify the Indenture Trustee for, and hold it and its officers, directors, employees, representatives and agents, harmless against, any and all loss, liability, cost or expense (including reasonable attorneys’ fees and expenses and court costs, and any loss or expense incurred in connection with a successful defense, in whole or in part, of any claim that the Indenture Trustee breached its standard of care) incurred by it in connection with the administration of this trust and the performance of its duties hereunder, including those incurred in connection with any action, claim or suit brought to enforce the Indenture Trustee’s right to indemnification; provided, however, that the Administrator need not indemnify the Indenture Trustee for, or hold it harmless against, any such loss, liability, cost or expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faith. The Indenture Trustee shall notify the Issuer and the Administrator promptly of any claim for which it may seek indemnity. Any failure by the Indenture Trustee to so notify the Issuer and the Administrator shall not, however, relieve the Administrator of its obligations hereunder. The Administrator, on behalf of the Issuer, shall defend any such claim. The Indenture Trustee may have separate counsel in connection with the defense of any such claim, and the Administrator, on behalf of the Issuer, shall pay the fees and expenses of such counsel. If the Indenture Trustee is then acting as 50 Administrator, all payment obligations to the Indenture Trustee pursuant to this Section 6.7 shall be paid by CarMax.

Compensation and Indemnity. (a) The Administrator, on behalf of the Issuer, Company shall pay to the Indenture Trustee from time to time reasonable and each Paying Agent such compensation as shall be agreed upon in writing for its services. The Indenture Trustee’s compensation of the Trustee and any Paying Agent shall not be limited by any law on compensation of a trustee of an express trust. The Administrator, on behalf of the Issuer, Company shall reimburse the Indenture Trustee and each Paying Agent upon request for all expenses, reasonable out-of-pocket expenses and advances and disbursements reasonably incurred or made by it, including costs of collection, in addition to the compensation for its services; provided, however, that the Administrator need not reimburse the Indenture Trustee for any expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faithand each Paying Agent. Such expenses shall include the reasonable compensation and expenses, disbursements and advances expenses of the Indenture Trustee’s agents, or such Paying Agent’s agents and counsel, accountants and experts. The Administrator, on behalf of the Issuer, Company shall indemnify the Indenture Trustee forTrustee, its agents and officers, and hold it and its officers, directors, employees, representatives and agents, harmless against, each Paying Agent against any and all losslosses, liabilityliabilities, cost or expense obligations, damages, penalties, judgments, actions, claims, suits, proceedings, such reasonable costs and expenses (including reasonable attorneys’ fees and expenses and court costs, and any loss or expense incurred in connection with a successful defense, in whole or in part, disbursements of counsel) of any claim that the Indenture Trustee breached its standard of care) kind whatsoever which may be incurred by it the Trustee, its agents and officers, or such Paying Agent arising out of or in connection with the acceptance or administration of this trust and the performance of its duties hereunder, including those incurred in connection with any action, claim or suit brought to enforce the Indenture Trustee’s right to indemnificationunder this Indenture; provided, however, that the Administrator Company need not reimburse any expense or indemnify the Indenture Trustee for, or hold it harmless against, against any such loss, liabilityobligation, damage, penalty, judgment, action, suit, proceeding, reasonable cost or expense (including reasonable fees and disbursements of counsel) of any kind whatsoever which may be incurred through by the Indenture Trustee or such Paying Agent, as the case may be, in connection with any investigative, administrative or judicial proceeding (whether or not such indemnified party is designated a party to such proceeding) in which and to the extent that it is determined that the Trustee’s , its agents and officers, or any Paying Agent acted with negligence, bad faith or willful misconduct, negligence, or bad faith. The Indenture Trustee and each Paying Agent shall notify the Issuer and the Administrator Company promptly of any claim of which a Responsible Officer of the Trustee or an officer of such Paying Agent has received written notice for which it may seek indemnity. Any failure Failure by the Indenture Trustee or any Paying Agent to so notify the Issuer and the Administrator Company shall not, however, not relieve the Administrator Company of its obligations hereunder, unless the Company is materially prejudiced thereby. The AdministratorCompany shall defend the claim and the Trustee and such Paying Agent, on behalf of as the Issuercase may be, shall defend cooperate in the defense. Unless otherwise set forth herein, the Trustee or any such claim. The Indenture Trustee Paying Agent may have separate counsel in connection with the defense of any such claim, and the Administrator, on behalf of the Issuer, Company shall pay the reasonable fees and expenses of such counsel. The Company need not pay for any settlement made without its consent. To secure the Company’s payment obligations in this Section 7.07, the Trustee and any Paying Agent shall have a lien prior to the Notes on all money or property held or collected by the Trustee or any Paying Agent, in its capacity as Trustee or Paying Agent, except money or property held in trust by the Trustee or any Paying Agent to pay principal of, premium, if any, and interest on particular Notes. If the Indenture Trustee is then acting as Administratoror Paying Agent incurs expenses or renders services after the occurrence of an Event of Default specified in clause (h) or (i) of Section 6.01, all payment obligations the expenses and the compensation for the services will be intended to constitute expenses of administration under Title 11 of the Indenture Trustee pursuant to United States Bankruptcy Code or any applicable federal or state law for the relief of debtors. The provisions of this Section 6.7 7.07 shall be paid by CarMaxsurvive the termination of this Indenture and the resignation or removal of the Trustee.

Compensation and Indemnity. (a) The Administrator, on behalf of the Issuer, Issuer shall pay to the Indenture Trustee from time to time on each Payment Date reasonable compensation for its services. The amount of the Indenture Trustee Fee shall be paid by the Master Servicer to the Indenture Trustee on each Payment Date pursuant to Section 3.07(a)(x) of the Servicing Agreement and all amounts owing to the Indenture Trustee hereunder (including amounts owing from the Issuer for indemnification and otherwise) in excess of such amount shall be paid solely as provided in Section 3.05(d)(vi) and Section 5.04(b) hereof. The Indenture Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Administrator, on behalf of the Issuer, Issuer shall reimburse the Indenture Trustee for all expenses, advances and disbursements reasonably reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services; provided, however, that the Administrator need not reimburse the Indenture Trustee for any expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faith. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s 's agents, counsel, accountants and experts. The Administrator, on behalf of the Issuer, Issuer shall indemnify the Indenture Trustee for, and hold it and its officers, directors, employees, representatives and agents, harmless against, against any and all loss, liability, cost liability or expense (including reasonable attorneys’ fees and expenses and court costs, and any loss or expense incurred in connection with a successful defense, in whole or in part, of any claim that the Indenture Trustee breached its standard of care' fees) incurred by it in connection with the administration of this trust Trust and the performance of its duties hereunder, including those incurred in connection with any action, claim or suit brought to enforce the Indenture Trustee’s right to indemnification; provided, however, that the Administrator need not indemnify the Indenture Trustee for, or hold it harmless against, any such loss, liability, cost or expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faith. The Indenture Trustee shall notify the Issuer and the Administrator promptly of any claim for which it may seek indemnity. Any failure Failure by the Indenture Trustee to so notify the Issuer and the Administrator shall not, however, not relieve the Administrator Issuer of its obligations hereunder. The Administrator, on behalf of the Issuer, Issuer shall defend any such claim. The , and the Indenture Trustee may have separate counsel in connection with the defense of any such claim, and the Administrator, on behalf of the Issuer, Issuer shall pay the fees and expenses of such counsel. If The Issuer is not obligated to reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee is then acting as Administrator, all payment obligations to through the Indenture Trustee pursuant to this Section 6.7 shall be paid by CarMaxTrustee's own willful misconduct, negligence or bad faith.

Compensation and Indemnity. (a) The AdministratorIndenture Trustee shall be entitled, on behalf of the Issueras compensation for its services, shall pay to the Indenture Trustee from time to time reasonable compensation for its servicesFee, as provided in the Transfer and Servicing Agreement. The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Administrator, Indenture Trustee and any co-trustee shall be reimbursed on behalf of the IssuerIssuer from funds in the Payment Account, shall reimburse as provided in the Indenture Trustee Transfer and Servicing Agreement, for all expenses, advances and disbursements reasonably reasonable ordinary out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services; provided, however, that services (as provided in the Administrator need not reimburse the Indenture Trustee for any expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faithTransfer and Servicing Agreement). Such Reimbursable expenses under this Section shall include the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts. The Administrator, on behalf of the Issuer, Issuer shall indemnify the Indenture Trustee forTrustee, any co-trustee and hold it and its officers, directors, their respective employees, representatives directors and agents, harmless againstas provided in the Transfer and Servicing Agreement, against any and all claim, loss, liability, cost liability or expense (including reasonable attorneys’ fees and expenses and court costs, and any loss or expense incurred in connection with a successful defense, in whole or in part, of any claim that the Indenture Trustee breached its standard of carefees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder, including those incurred in connection with hereunder or under any action, claim or suit brought to enforce the Indenture Trustee’s right to indemnification; provided, however, that the Administrator need not indemnify the Indenture Trustee for, or hold it harmless against, any such loss, liability, cost or expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faithOperative Agreement. The Indenture Trustee or co-trustee, as applicable, shall notify the Issuer and the Securities Administrator promptly of any claim for which it may seek indemnity. Any failure Failure by the Indenture Trustee or the co-trustee, as applicable, to so notify the Issuer and the Securities Administrator shall not, however, not relieve the Issuer or the Securities Administrator of its obligations hereunder. The Administrator, on behalf of the Issuer, Issuer shall defend any such claim. The Indenture Trustee may have separate counsel in connection with the defense of any such claim, and the Administrator, on behalf of the Issuer, shall pay Indenture Trustee and any co-trustee may have separate counsel and the fees and expenses of such counselcounsel shall be payable on behalf of the Issuer from funds in the Payment Account. If The Issuer shall not be required to reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee is then acting or any co-trustee through the Indenture Trustee’s or co-trustee’s, as Administratorthe case may be, all payment own willful misconduct, negligence or bad faith. The Issuer’s obligations to the Indenture Trustee and any co-trustee pursuant to this Section 6.7 shall be paid by CarMaxsurvive the resignation or removal of the Indenture Trustee and the termination or discharge of this Indenture. When the Indenture Trustee or any co-trustee incurs expenses after the occurrence of an Indenture Default specified in Section 5.1(d) or 5.1(e) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. (a) The Administrator, on behalf of the Issuer, Issuer shall pay to the Indenture Trustee from time to time reasonable such compensation as shall be agreed upon in writing for its services. The Indenture Trustee’s compensation of the Trustee shall not be limited by any law on compensation of a trustee of an express trust. The Administrator, on behalf of the Issuer, Issuer shall reimburse the Indenture Trustee upon request for all expenses, reasonable out-of-pocket expenses and advances and disbursements reasonably incurred or made by it, including costs of collection, in addition to the compensation for its services; provided, however, that the Administrator need not reimburse the Indenture Trustee for any expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faith. Such expenses shall include the reasonable compensation and expenses, disbursements and advances expenses of the Indenture Trustee’s agents, 's agents and counsel, accountants and experts. The Administrator, on behalf of the Issuer, Issuer shall indemnify the Indenture Trustee for, and hold it and its officers, directors, employees, representatives and agents, harmless against, against any and all losslosses, liabilityliabilities, cost or expense obligations, damages, penalties, judgments, actions, suits, proceedings, reasonable costs and expenses (including reasonable attorneys’ fees and expenses and court costs, and disbursements of counsel) of any loss or expense kind whatsoever which may be incurred by the Trustee in connection with any investigative, administrative or judicial proceeding (whether or not such indemnified party is designated a successful defense, in whole party to such proceeding) arising out of or in part, of any claim that the Indenture Trustee breached its standard of care) incurred by it in connection with the acceptance or administration of this trust and the performance of its duties hereunder, including those incurred in connection with any action, claim or suit brought to enforce the Indenture Trustee’s right to indemnificationunder this Indenture; provided, however, that the Administrator Issuer need not reimburse any expense or indemnify the Indenture Trustee for, or hold it harmless against, against any such loss, liabilityobligation, damage, penalty, judgment, action, suit, proceeding, reasonable cost or expense (including reasonable fees and disbursements of counsel) of any kind whatsoever which may be incurred through by the Indenture Trustee’s Trustee in connection with any investigative, administrative or judicial proceeding (whether or not such indemnified party is designated a party to such proceeding) in which it is determined that the Trustee acted with negligence, bad faith or willful misconduct, negligence, or bad faith. The Indenture Trustee shall notify the Issuer and the Administrator promptly of any claim for which it may seek indemnity. Any failure Failure by the Indenture Trustee to so notify the Issuer and the Administrator shall not, however, not relieve the Administrator Issuer of its obligations hereunder, unless the Issuer is materially prejudiced thereby. The Administrator, on behalf of the Issuer, Issuer shall defend any such claimthe claim and the Trustee shall cooperate in the defense. The Indenture Unless otherwise set forth herein, the Trustee may have separate counsel in connection with the defense of any such claim, and the Administrator, on behalf of the Issuer, Issuer shall pay the reasonable fees and expenses of such counsel. If The Issuer need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. To secure the Indenture Trustee is then acting as Administrator, all Issuer's payment obligations in this Section 7.07, the Trustee shall have a lien prior to the Indenture Notes on all money or property held or collected by the Trustee, in its capacity as Trustee, except money or property held by the Trustee pursuant to this the Escrow Agreement and money or property held in trust to pay principal of, premium, if any, and interest on particular Notes. If the Trustee incurs expenses or renders services after the occurrence of an Event of Default specified in clause (g) or (h) of Section 6.7 shall 6.01, the expenses and the compensation for the services will be paid by CarMaxintended to constitute expenses of administration under Title 11 of the Bankruptcy Law or any applicable federal or state law for the relief of debtors.

Compensation and Indemnity. (a) The Administrator, on behalf of the Issuer, Company shall pay to the Indenture Trustee from time to time reasonable compensation for its servicesacceptance of this Indenture and services hereunder. The Indenture Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The AdministratorExcept as otherwise expressly provided herein, on behalf of the Issuer, Company shall reimburse the Indenture Trustee promptly upon request for all expensesreasonable disbursements, advances and disbursements reasonably expenses incurred or made by it, including costs of collection, it in addition to the compensation for its servicesservices in accordance with any provision of this Indenture (including, without limitation, the reasonable compensation, expenses and disbursements of its counsel and The Company shall indemnify the Trustee against any and all losses, liabilities, obligations, damages, penalties, judgments, actions, suits, proceedings, reasonable costs and expenses (including reasonable fees and disbursements of counsel) of any kind whatsoever which may be incurred by the Trustee in connection with any investigative, administrative or judicial proceeding (whether or not such indemnified party is designated a party to such proceeding) arising out of or in connection with the acceptance or administration of its duties under this Indenture; provided, however, that the Administrator Company need not reimburse the Indenture Trustee for any expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faith. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts. The Administrator, on behalf of the Issuer, shall indemnify the Indenture Trustee for, and hold it and its officers, directors, employees, representatives and agents, harmless against, against any and all loss, liabilityobligation, damage, penalty, judgment, action, suit, proceeding, reasonable cost or expense (including reasonable attorneys’ fees and expenses and court costs, and any loss or expense incurred in connection with a successful defense, in whole or in part, disbursements of counsel) of any claim that the Indenture Trustee breached its standard of care) kind whatsoever which may be incurred by it in connection with the administration of this trust and the performance of its duties hereunder, including those incurred Trustee in connection with any actioninvestigative, claim administrative or suit brought judicial proceeding (whether or not such indemnified party is designated a party to enforce the Indenture Trustee’s right to indemnification; provided, however, such proceeding) in which it is determined that the Administrator need not indemnify the Indenture Trustee foracted with negligence, bad faith or hold it harmless against, any such loss, liability, cost or expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faith. The Indenture Trustee shall notify the Issuer and the Administrator Company promptly of any claim for which it may seek indemnity. Any failure Failure by the Indenture Trustee to so notify the Issuer and the Administrator Company shall not, however, not relieve the Administrator Company of its obligations hereunder. The Administrator, on behalf of the Issuer, Company shall defend any such claimthe claim and the Trustee shall cooperate in the defense. The Indenture Unless otherwise set forth herein, the Trustee may have separate counsel in connection with the defense of any such claim, and the Administrator, on behalf of the Issuer, Company shall pay the reasonable fees and expenses of such counsel. If The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. The obligations of the Indenture Trustee is then acting as Administrator, all Company under this Section 7.7 shall survive the satisfaction and discharge of this Indenture. To secure the Company's payment obligations in this Section 7.7, the Trustee shall have a Lien prior to the Indenture Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture. When the Trustee pursuant incurs expenses or renders services after an Event of Default specified in Section 6.1(7) or (8) occurs, the expenses and the compensation for the services are intended to this Section 6.7 shall be paid by CarMaxconstitute expenses of administration under any Bankruptcy Law.

Compensation and Indemnity. (a) The Administrator, on behalf of the Issuer, shall pay to the Indenture Trustee from time to time shall receive reasonable compensation for its servicesservices as Indenture Trustee and Backup Administrative Agent from Available Funds in accordance with Section 4.04(a) of the Administration Agreement. The Administrative Agent or, in the event Xerox is not the Administrative Agent, the Trust, from the Transition Account until the amount on deposit therein equals zero and then from Available Funds in accordance with Section 4.04(a) of the Administration Agreement, shall (i) reimburse the Indenture Trustee and Backup Administrative Agent for all reasonable expenses, advances and disbursements reasonably incurred by it and (ii) indemnify the Indenture Trustee for, and hold it harmless against, any and all loss, liability or expense (including reasonable attorneys' fees) incurred by it in connection with the administration of the Trust or the performance of its duties. The Indenture Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Administrator, on behalf of the Issuer, shall reimburse the Indenture Trustee for all expenses, advances and disbursements reasonably incurred or made by it, including costs of collection, in addition to the compensation for its services; provided, however, that the Administrator need not reimburse the Indenture Trustee for any expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faith. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts. The Administrator, on behalf of the Issuer, shall indemnify the Indenture Trustee for, and hold it and its officers, directors, employees, representatives and agents, harmless against, any and all loss, liability, cost or expense (including reasonable attorneys’ fees and expenses and court costs, and any loss or expense incurred in connection with a successful defense, in whole or in part, of any claim that the Indenture Trustee breached its standard of care) incurred by it in connection with the administration of this trust and the performance of its duties hereunder, including those incurred in connection with any action, claim or suit brought to enforce the Indenture Trustee’s right to indemnification; provided, however, that the Administrator need not indemnify the Indenture Trustee for, or hold it harmless against, any such loss, liability, cost or expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faith. The Indenture Trustee Backup Administrative Agent shall notify the Issuer Trust and the Administrator Administrative Agent promptly of any claim for which it may seek indemnity. Any failure Failure by the Indenture Trustee or the Backup Administrative Agent to so notify the Issuer Trust and the Administrator Administrative Agent shall not, however, not relieve the Administrator Trust or the Administrative Agent of its obligations hereunder. The AdministratorAdministrative Agent or the Trust, on behalf of the Issueras applicable, shall defend any such claim. The , and the Indenture Trustee and Backup Administrative Agent may have separate counsel in connection with the defense of any such claim, and the Administrator, on behalf of the Issuer, Administrative Agent shall pay the fees and expenses of such counsel. If The Indenture Trustee and Backup Administrative Agent shall not be indemnified by the Administrative Agent or the Trust against any loss, liability or expense incurred by it through its own willful misconduct, negligence or bad faith, except that the Indenture Trustee shall not be liable (i) for any error of judgment made by it in good faith unless it is then acting proved that the Indenture Trustee was negligent in ascertaining the pertinent facts, (ii) with respect to any action it takes or omits to take in good faith in accordance with a direction received by it from the Noteholders in accordance with the terms of this Indenture and (iii) for interest on any money received by it except as Administrator, all the Indenture Trustee and the Trust may agree in writing. Any amounts payable by the Trust pursuant to this Section will be paid in accordance with Section 4.04(a) of the Administration Agreement. The Administrative Agent's and the Trust's payment obligations to the Indenture Trustee and the Backup Administrative Agent pursuant to this Section 6.7 shall be paid by CarMaxsurvive the discharge of this Indenture. When the Indenture Trustee and the Backup Administrative Agent incurs expenses after the occurrence of an Indenture Default set forth in Section 5.01(d) or (e) with respect to the Trust, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. (a) The Administrator, on behalf of the Issuer, Issuer shall pay to the Indenture Trustee from time to time reasonable compensation for its services. The Indenture Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Administrator, on behalf of the Issuer, Issuer shall reimburse the Indenture Trustee for all reasonable out-of-pocket expenses, disbursements and advances and disbursements reasonably incurred or made by it, including costs of collection, in addition to the compensation for its 40 <PAGE> services; provided, however, that the Administrator need not reimburse the Indenture Trustee for any expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faith. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s 's agents, officers, directors, employees, counsel, accountants and experts. The Administrator, on behalf of the Issuer, Issuer shall indemnify the Indenture Trustee for, and hold it harmless the Trustee and its agents, officers, directors, employees, representatives counsel, accountants and agents, harmless against, experts from and against any and all losscosts, liabilitydamages, cost expenses, losses, liabilities or expense other amounts whatsoever (including reasonable attorneys’ fees and expenses and court costs, and any loss or expense incurred in connection with a successful defense, in whole or in part, of any claim that the Indenture Trustee breached its standard of carecounsel fees) incurred by it the Trustee in connection with the administration of this trust, the enforcement of this trust and all of the Trustee's rights, powers and duties under this Indenture and the performance by the Trustee of its the duties hereunder, including those incurred in connection with any action, claim or suit brought and obligations of the Trustee pursuant to enforce the Indenture Trustee’s right to indemnification; provided, however, that the Administrator need not indemnify the Indenture Trustee for, or hold it harmless against, any such loss, liability, cost or expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faiththis Indenture. The Indenture Trustee shall notify the Issuer and the Administrator promptly of any claim for which it may seek indemnity. Any failure Failure by the Indenture Trustee to so notify the Issuer and the Administrator shall not, however, not relieve the Administrator Issuer of its obligations hereunder. The Administrator, on behalf of the Issuer, Issuer shall defend any such claim. The Indenture the claim and the Trustee may have separate counsel in connection with the defense of any such claim, and the Administrator, on behalf of the Issuer, counsel. The Issuer shall pay the fees and expenses of such counselcounsel for the Trustee. If (b) The Issuer need not reimburse any expense, disbursement, advance or indemnify against any loss, liability or expense incurred by the Indenture Trustee is then acting as Administrator(i) through the Trustee's own willful misconduct, all payment obligations negligence or bad faith or (ii) to the Indenture extent the Trustee was reimbursed for or indemnified against any such loss, liability or expense by the Seller pursuant to the Sale Agreement or by the Servicer pursuant to the Servicing Agreement. (c) When the Trustee incurs expenses after the occurrence of a Default specified in Section 5.01(e) or 5.01(f) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar law. The obligations of the Issuer under this Section 6.7 6.07 shall be paid by CarMax.survive the termination of this Indenture and the earlier resignation or removal of the Trustee. Section 6.08

Compensation and Indemnity. (a) The Administrator, on behalf of the Issuer, shall pay to the Indenture Trustee from time to time reasonable shall be entitled, as compensation for its services, a fee to be paid by the Master Servicer as provided in the Transfer and Servicing Agreement. The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Administrator, Indenture Trustee and any co-trustee shall be reimbursed on behalf of the IssuerIssuing Entity from funds in the Collection Account, shall reimburse as provided in the Indenture Trustee Transfer and Servicing Agreement, for all expenses, advances and disbursements reasonably reasonable ordinary out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services; provided, however, that services (as provided in the Administrator need not reimburse the Indenture Trustee for any expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faithTransfer and Servicing Agreement). Such Reimbursable expenses under this Section shall include the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts. The Administrator, on behalf of the Issuer, Issuing Entity shall indemnify the Indenture Trustee forTrustee, any co-trustee and hold it and its officers, directors, their respective employees, representatives directors and agents, harmless againstas provided in the Transfer and Servicing Agreement and from funds in the Collection Account, against any and all claim, loss, liability, cost liability or expense (including reasonable attorneys’ fees and expenses and court costs, and any loss or expense incurred in connection with a successful defense, in whole or in part, of any claim that the Indenture Trustee breached its standard of carefees) incurred by it in connection with the administration of this trust and the performance of its duties hereunderhereunder or under any Operative Agreement, including those incurred in connection with including, without limitation, the execution and filing of any action, claim or suit brought to enforce the Indenture Trustee’s right to indemnification; provided, however, that the Administrator need not indemnify the Indenture Trustee for, or hold it harmless against, any such loss, liability, cost or expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faithinformation returns. The Indenture Trustee or co-trustee, as applicable, shall notify the Issuer Issuing Entity and the Trust Administrator promptly of any claim for which it may seek indemnity. Any failure Failure by the Indenture Trustee or the co-trustee, as applicable, to so notify the Issuer Issuing Entity and the Trust Administrator shall not, however, not relieve the Issuing Entity or the Trust Administrator of its obligations hereunder. The Administrator, on behalf of the Issuer, Issuing Entity shall defend any such claim. The Indenture Trustee may have separate counsel in connection with the defense of any such claim, and the Administrator, on behalf of the Issuer, shall pay Indenture Trustee and any co-trustee may have separate counsel and the fees and expenses of such counselcounsel shall be payable on behalf of the Issuing Entity from funds in the Collection Account. If The Issuing Entity shall not be required to reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee is then acting or any co-trustee through the Indenture Trustee’s or co-trustee’s, as Administratorthe case may be, all payment own willful misconduct, negligence, fraud or bad faith. The Issuing Entity’s obligations to the Indenture Trustee and any co-trustee pursuant to this Section 6.7 shall be paid by CarMaxsurvive the resignation or removal of the Indenture Trustee and the termination of discharge of this Indenture. When the Indenture Trustee or any co-trustee incurs expenses after the occurrence of a Default specified in Section 5.01(iv) or (vi) with respect to the Issuing Entity, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. (a) The Administrator, on behalf of the Issuer, shall pay to the Indenture Trustee from time to time reasonable compensation for its services. The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Administrator, on behalf of the Issuer, Issuer shall reimburse the Indenture Trustee, the Grantor Trustee and the Securities Administrator as provided in Section 8.02(c) of the Grantor Trust Agreement for all expenses, advances and disbursements reasonably reasonable out-of-pocket expenses incurred or made by it, including costs of collection, and in the case of the Grantor Trust Agreement, for all other indemnified amounts thereunder, in addition to the compensation for its services; provided, however, that the Administrator need not reimburse the Indenture Trustee for any expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faith. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s or Securities Administrator’s agents, counsel, accountants and experts. The Administrator, on behalf Indenture Trustee shall be entitled to payment of the Issuer, Indenture Trustee Fee as compensation hereunder. The Issuer shall indemnify the Indenture Trustee for, and hold it and its officers, directors, employees, representatives and agents, harmless against, the Securities Administrator as provided in Section 8.02(c) against any and all loss, liability, cost claims, damage, costs or expense (including reasonable attorneys’ fees and expenses and court costs, and any loss or expense incurred in connection with a successful defense, in whole or in part, of any claim that the Indenture Trustee breached its standard of careexpenses) incurred by it in connection with the administration of this trust Trust and the performance of its duties hereunder, including those incurred in connection with any action, claim or suit brought to enforce hereunder and under the Indenture Trustee’s right to indemnification; provided, however, that the Administrator need not indemnify the Indenture Trustee for, or hold it harmless against, any such loss, liability, cost or expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faithother Basic Documents. The Indenture Trustee and the Securities Administrator shall notify the Issuer and the Administrator promptly of any claim for which it may seek indemnity. Any failure Failure by the Indenture Trustee or the Securities Administrator to so notify the Issuer and the Administrator shall not, however, not relieve the Administrator Issuer of its obligations hereunder. The Administrator, on behalf of the Issuer, Issuer shall defend any such claim. The Indenture Trustee may have separate counsel in connection with the defense of any such claim, and the Administrator, on behalf of Indenture Trustee and the Issuer, Securities Administrator may have separate counsel and the Issuer shall pay the fees and expenses of such counsel. The Issuer is not obligated to reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee or the Securities Administrator or any of its agents, counsel, accountants or experts through the Indenture Trustee’s or such agent’s, counsel’s, accountant’s or expert’s own willful misconduct, negligence or bad faith. The Issuer’s payment and indemnity obligations to the Indenture Trustee, the Grantor Trustee or the Securities Administrator pursuant to this Section 6.07 shall survive the discharge of this Indenture and the termination or resignation of the Indenture Trustee or the Securities Administrator. If the Indenture Trustee is then acting as Administrator, all payment obligations or the Securities Administrator incurs expenses after the occurrence of an Event of Default with respect to the Indenture Trustee pursuant Issuer, the expenses are intended to this Section 6.7 shall be paid by CarMaxconstitute expenses of administration under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. (a) The Administrator, on behalf of the Issuer, Issuer shall pay to the Indenture Bond Trustee from time to time reasonable compensation for its services. The Indenture Bond Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Administrator, on behalf of the Issuer, Issuer shall reimburse the Indenture Bond Trustee for all reasonable out-of-pocket expenses, disbursements and advances and disbursements reasonably incurred or made by it, including costs of collection, in addition to the compensation for its services; provided, however, that the Administrator need not reimburse the Indenture Trustee for any expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faith. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Indenture Bond Trustee’s 's agents, counsel, accountants and experts. The Administrator, on behalf of the Issuer, Issuer shall indemnify the Indenture Trustee for, and hold it harmless the Bond Trustee and its officers, directors, employees, representatives employees and agents, harmless against, agents from and against any and all losscosts, liabilitydamages, cost expenses, losses, liabilities or expense other amounts whatsoever (including reasonable attorneys’ counsel fees and expenses and court costs, and any loss or expense incurred in connection with a successful defense, in whole or in part, of any claim that the Indenture Trustee breached its standard of careexpenses) incurred by it the Bond Trustee in connection with the administration of this trust, the enforcement of this trust and all of the Bond Trustee's rights, powers and duties under this Indenture and the other Basic Documents to which the Bond Trustee is a party and the performance by the Bond Trustee of its the duties hereunder, including those incurred in connection with any action, claim and obligations of the Bond Trustee under or suit brought pursuant to enforce this Indenture and the Indenture Trustee’s right other Basic Documents to indemnification; provided, however, that which the Administrator need not indemnify the Indenture Bond Trustee for, or hold it harmless against, any such loss, liability, cost or expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faithis a party. The Indenture Bond Trustee shall notify the Issuer and the Administrator promptly as soon as is reasonably practicable of any claim for which it may seek indemnity. Any failure Failure by the Indenture Bond Trustee to so notify the Issuer and the Administrator shall not, however, not relieve the Administrator Issuer of its obligations hereunder. The Administrator, on behalf of the Issuer, Issuer shall defend any such claim. The Indenture the claim and the Bond Trustee may have separate counsel in connection with the defense of any such claim, and the Administrator, on behalf of the Issuer, Issuer shall pay the fees and expenses of such counsel. If The Issuer need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Bond Trustee is then acting as Administrator(i) through the Bond Trustee's own wilful misconduct, all negligence or bad faith or (ii) to the extent the Bond Trustee was reimbursed for or indemnified against any such loss, liability or expense by the Transferor pursuant to the Transfer Agreement, the Seller pursuant to the Sale Agreement or by the Servicer pursuant to the Servicing Agreement. The Issuer's payment obligations to the Indenture Bond Trustee pursuant to this Section 6.7 shall be paid by CarMaxsurvive the discharge of this Indenture or the earlier resignation or removal of the Bond Trustee. When the Bond Trustee incurs expenses after the occurrence of a Default specified in Section 5.01(v) or (vi) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable Federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. (a) The Administrator, Indenture Trustee shall withdraw from the Note Payment Account on behalf of the Issuer, shall each Payment Date and pay to itself the Indenture Trustee from time to time reasonable compensation for its servicesFee. The Indenture Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Administrator, on behalf of the Issuer, Issuing Entity shall reimburse the Indenture Trustee for all expenses, advances and disbursements reasonably reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services; provided, however, that the Administrator need not reimburse the Indenture Trustee for any expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faith. Such expenses which shall be paid solely from the Trust Estate in accordance with Section 8.02 shall include the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s 's agents, counsel, accountants and experts. The Administrator, on behalf of the Issuer, Issuing Entity shall indemnify the Indenture Trustee for, solely with payments from the Trust Estate in accordance with Section 8.02 and hold it and its officers, directors, employees, representatives and agents, harmless against, against any and all lossclaims, liabilitytaxes, cost penalties, losses, liabilities or expense expenses (including reasonable attorneys’ ' fees and expenses and court costs, and any loss or expense incurred in connection with a successful defense, in whole or in part, expenses) of any claim that the Indenture Trustee breached its standard of care) kind whatsoever incurred by it in connection with the administration of this trust Trust and the performance of its duties hereunderunder any of the Basic Documents. Notwithstanding the foregoing, each of the Indenture Trustee and any director, officer, employee or agent of the Indenture Trustee shall also be indemnified by the Trust and held harmless against any claim, loss, liability or expense (including those reasonable attorney's fees and expenses) incurred in the administration of its duties and responsibilities or the exercise of its rights under the Interest Rate Swap Agreement or in connection with any action, claim or suit brought legal action relating to enforce the Indenture Trustee’s right to indemnification; provided, however, Interest Rate Swap Agreement that is the Administrator need not indemnify responsibility of the Indenture Trustee for, or hold it harmless against, any such loss, liability, cost or expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faithNoteholders as provided herein. The Indenture Trustee shall notify the Issuer and the Administrator Issuing Entity promptly of any claim for which it may seek indemnity. Any failure Failure by the Indenture Trustee to so notify the Issuer and the Administrator Issuing Entity shall not, however, not relieve the Administrator Issuing Entity of its obligations hereunder. The Administrator, on behalf of the Issuer, Issuing Entity shall defend any such claim. The , and the Indenture Trustee may have separate counsel in connection with the defense of any such claim, and the Administrator, on behalf of the Issuer, Issuing Entity shall pay the fees and expenses of such counsel. If The Issuing Entity is not obligated to reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee is then acting as Administratorthrough the Indenture Trustee's own willful misconduct, all negligence or bad faith. The Issuing Entity's payment obligations to the Indenture Trustee pursuant to this Section 6.7 6.07 shall be paid by CarMaxsurvive the discharge of this Indenture and the termination or resignation of the Indenture Trustee. When the Indenture Trustee incurs expenses after the occurrence of an Event of Default with respect to the Issuing Entity, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. (a) The Administrator, on behalf of the Issuer, Company shall pay to the Indenture Trustee from time to time reasonable and any Paying Agent such compensation as shall be agreed upon in writing for its services. The Indenture Trustee’s compensation of the Trustee and any Paying Agent shall not be limited by any law on compensation of a trustee of an express trust. The Administrator, on behalf of the Issuer, Company shall reimburse the Indenture Trustee and any Paying Agent upon request for all expenses, reasonable out-of-pocket expenses and advances and disbursements reasonably incurred or made by it, including costs of collection, in addition to the compensation for its services; provided, however, that the Administrator need not reimburse the Indenture Trustee for and any expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faithPaying Agent. Such expenses shall include the reasonable compensation and expenses, disbursements and advances expenses of the Indenture Trustee’s agents, or Paying Agent’s agents and counsel, accountants and experts. The Administrator, on behalf of the Issuer, Company shall indemnify the Indenture Trustee forTrustee, its agents and officers, and hold it and its officers, directors, employees, representatives and agents, harmless against, any Paying Agent against any and all losslosses, liabilityliabilities, cost or expense obligations, damages, penalties, judgments, actions, claims, suits, proceedings, reasonable costs and expenses (including reasonable attorneys’ fees and expenses and court costs, and any loss or expense incurred in connection with a successful defense, in whole or in part, disbursements of counsel) of any claim that the Indenture Trustee breached its standard of care) kind whatsoever which may be incurred by it the Trustee, its agents and officers, or any Paying Agent arising out of or in connection with the acceptance or administration of this trust and the performance of its duties hereunder, including those incurred in connection with any action, claim or suit brought to enforce the Indenture Trustee’s right to indemnificationunder this Indenture; provided, however, that the Administrator Company need not reimburse any expense or indemnify the Indenture Trustee for, or hold it harmless against, against any such loss, liabilityobligation, damage, penalty, judgment, action, suit, proceeding, reasonable cost or expense (including reasonable fees and disbursements of counsel) of any kind whatsoever which may be incurred through by the Indenture Trustee or any Paying Agent in connection with any investigative, administrative or judicial proceeding (whether or not such indemnified party is designated a party to such proceeding) in which and to the extent that it is determined that the Trustee’s , its agents and officers, or any Paying Agent acted with negligence, bad faith or willful misconduct, negligence, or bad faith. The Indenture Trustee or any Paying Agent shall notify the Issuer and the Administrator Company promptly of any claim of which a Responsible Officer of the Trustee has received written notice for which it may seek indemnity. Any failure Failure by the Indenture Trustee or any Paying Agent to so notify the Issuer and the Administrator Company shall not, however, not relieve the Administrator Company of its obligations hereunder, unless the Company is materially prejudiced thereby. The Administrator, on behalf of the Issuer, Company shall defend the claim and the Trustee or any such claimPaying Agent shall cooperate in the defense. The Indenture Unless otherwise set forth herein, the Trustee or any Paying Agent may have separate counsel in connection with the defense of any such claim, and the Administrator, on behalf of the Issuer, Company shall pay the reasonable fees and expenses of such counsel. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. To secure the Company’s payment obligations in this Section 7.07, the Trustee and any Paying Agent shall have a lien prior to the Notes on all money or property held or collected by the Trustee or any Paying Agent, in its capacity as Trustee or Paying Agent, except money or property held in trust by the Trustee or any Paying Agent to pay principal of, premium, if any, and interest on particular Notes. If the Indenture Trustee is then acting as Administratoror Paying Agent incurs expenses or renders services after the occurrence of an Event of Default specified in clause (h) or (i) of Section 6.01, all payment obligations the expenses and the compensation for the services will be intended to constitute expenses of administration under Title 11 of the Indenture Trustee pursuant to United States Bankruptcy Code or any applicable federal or state law for the relief of debtors. The provisions of this Section 6.7 7.07 shall be paid by CarMaxsurvive the termination of this Indenture and the resignation or removal of the Trustee.

Compensation and Indemnity. As compensation for its services hereunder and under the Sale and Servicing Agreement (a) The Administratorincluding in its capacity as Paying Agent, on behalf of the IssuerAdministrator and Custodian), shall pay to the Indenture Trustee from time shall be entitled to time reasonable compensation for its services. The Indenture Trustee’s compensation receive an annual fee (which shall not be limited by any provision of law on in regard to the compensation of a trustee of an express trust) payable by the Master Servicer. The Administrator, on behalf of the Issuer, shall reimburse the Indenture Trustee Reimbursement for all expenses, advances and disbursements reasonably reasonable out-of-pocket expenses incurred or made by itthe Indenture Trustee, including costs of collection, in addition to shall be payable by the compensation for its services; provided, however, that the Administrator need not reimburse the Indenture Trustee for any expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faithIssuer. Such expenses shall include the reasonable compensation and expenses, disbursements and advances advances, if any, of the Indenture Trustee’s agents, counsel, accountants and experts. The AdministratorIssuer shall, on behalf of or shall cause the IssuerSeller to, shall and the Seller shall, indemnify the Indenture Trustee for(including in its capacities as Paying Agent, Administrator, Custodian and hold it Securities Intermediary) and The Bank of New York, in its officerscapacity as a Custodian, directors, employees, representatives and agents, harmless against, against any and all loss, liability, cost liability or expense (including reasonable attorneys’ fees and expenses and court costs, and any loss or expense fees) incurred in connection with a successful defense, in whole or in part, of any claim that by the Indenture Trustee breached (including in its standard capacities as Paying Agent, Administrator, Custodian and Securities Intermediary) (or The Bank of careNew York, in its capacity as a Custodian) incurred by it in connection with the administration of this trust and the performance of its duties hereunder, including those incurred in connection with any action, claim or suit brought to enforce under the Indenture Trustee’s right to indemnification; provided, however, that the Administrator need not indemnify the Indenture Trustee for, or hold it harmless against, any such loss, liability, cost or expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faithOperative Agreements. The Indenture Trustee (or a Custodian) shall notify the Issuer and the Administrator Seller promptly of any claim for which it may seek indemnity. Any failure Failure by the Indenture Trustee (or a Custodian) to so notify the Issuer and the Administrator Seller shall not, however, not relieve the Administrator Issuer and the Seller of its obligations hereunder. The Administrator, on behalf of Issuer shall or shall cause the Issuer, shall Seller to defend any such claim. The Indenture Trustee may have separate counsel in connection with the defense of any such claim, and the AdministratorIndenture Trustee, on behalf of the IssuerPaying Agent, the Custodian and the Securities Intermediary may have separate counsel and the Issuer shall or shall cause the Seller to pay the fees and expenses of such counsel. If The Seller need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee is then acting Trustee, the Paying Agent, the Custodian or the Securities Intermediary to the extent attributable to such Person’s own willful misconduct, negligence or bad faith. The payment and indemnification obligations of the Seller, the Master Servicer and the Issuer, as Administratorapplicable, all payment obligations to the Indenture Trustee (including in its capacities as Paying Agent, Administrator, Custodian and Securities Intermediary) (or The Bank of New York, in its capacity as a Custodian) pursuant to this Section 6.7 shall be paid by CarMaxsurvive the resignation or removal of the Indenture Trustee (or its Custodian) or discharge of this Indenture. When the Indenture Trustee incurs expenses in connection with the occurrence of a Default specified in Section 5.01(v) or (vi) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or State bankruptcy, insolvency or similar law.

Compensation and Indemnity. (a) The AdministratorIndenture Trustee shall be entitled, on behalf of the Issueras compensation for its services, shall pay to the Indenture Trustee from time to time reasonable compensation for its servicesFee, as provided in the Transfer and Servicing Agreement. The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Administrator, Indenture Trustee and any co-trustee shall be reimbursed on behalf of the IssuerIssuer from funds in the Collection Account, shall reimburse as provided in the Indenture Trustee Transfer and Servicing Agreement, for all expenses, advances and disbursements reasonably reasonable ordinary out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services; provided, however, that services (as provided in the Administrator need not reimburse the Indenture Trustee for any expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faithTransfer and Servicing Agreement). Such Reimbursable expenses under this Section shall include the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts. The Administrator, on behalf of the Issuer, Issuer shall indemnify the Indenture Trustee forTrustee, any co-trustee and hold it and its officers, directors, their respective employees, representatives directors and agents, harmless againstas provided in the Transfer and Servicing Agreement, against any and all claim, loss, liability, cost liability or expense (including reasonable attorneys’ fees and expenses and court costs, and any loss or expense incurred in connection with a successful defense, in whole or in part, of any claim that the Indenture Trustee breached its standard of care38 fees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder, including those incurred in connection with hereunder or under any action, claim or suit brought to enforce the Indenture Trustee’s right to indemnification; provided, however, that the Administrator need not indemnify the Indenture Trustee for, or hold it harmless against, any such loss, liability, cost or expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faithOperative Agreement. The Indenture Trustee or co-trustee, as applicable, shall notify the Issuer and the Administrator promptly of any claim for which it may seek indemnity. Any failure Failure by the Indenture Trustee or the co-trustee, as applicable, to so notify the Issuer and the Administrator shall not, however, not relieve the Administrator Issuer of its obligations hereunder. The Administrator, on behalf of the Issuer, Issuer shall defend any such claim. The Indenture Trustee may have separate counsel in connection with the defense of any such claim, and the Administrator, on behalf of the Issuer, shall pay Indenture Trustee and any co-trustee may have separate counsel and the fees and expenses of such counselcounsel shall be payable on behalf of the Issuer from funds in the Collection Account. If The Issuer shall not be required to reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee is then acting or any co-trustee through the Indenture Trustee’s or co-trustee’s, as Administratorthe case may be, all payment own willful misconduct, negligence or bad faith. The Issuer’s obligations to the Indenture Trustee and any co-trustee pursuant to this Section 6.7 shall be paid by CarMaxsurvive the resignation or removal of the Indenture Trustee and the termination or discharge of this Indenture. When the Indenture Trustee or any co-trustee incurs expenses after the occurrence of an Indenture Default specified in Section 5.1(d) or 5.1(e) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. (a) The Administrator, on behalf of the Issuer, Issuers shall pay to the Indenture Trustee Trustee, the Paying Agent, the Registrar and the Collateral Agent from time to time reasonable compensation for its servicestheir respective services rendered hereunder. The Indenture Trustee’s 's, the Paying Agent's, the Registrar's and the Collateral Agent's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Administrator, on behalf of the Issuer, Issuers shall reimburse the Indenture Trustee Trustee, the Paying Agent, the Registrar and the Collateral Agent upon request for all expensesreasonable out-of-pocket disbursements, expenses and advances (including reasonable fees and disbursements reasonably expenses of counsel) incurred or made by it, including costs any of collection, them in addition to the compensation for its their respective services; provided, however, that the Administrator need not reimburse the Indenture Trustee for any expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faith. Such expenses shall include the reasonable compensation and expensescompensation, out-of-pocket disbursements and advances expenses of the Indenture Trustee’s 's, the Paying Agent's, the Registrar's and the Collateral Agent's agents, counselaccountants, accountants experts, custodians and expertscounsel and any taxes or other expenses incurred by a trust created pursuant to Section 8.1 hereof. The Administrator, on behalf of the Issuer, Issuers shall indemnify the Indenture Trustee Trustee, the Paying Agent, the Registrar and the Collateral Agent for, and hold it and its officers, directors, employees, representatives and agents, each of them harmless against, any and all lossclaim, liabilitydemand, cost or expense (including reasonable but not limited to attorneys’ ' fees and expenses and court costsexpenses), and any loss or expense incurred in connection with a successful defense, in whole or in part, of any claim that the Indenture Trustee breached its standard of care) liability incurred by it any of them arising out of or in connection with the administration of this trust Indenture or the Security Documents, as applicable and their respective duties hereunder or thereunder. Each of the Trustee, the Paying Agent, the Registrar and the performance of its duties hereunder, including those incurred in connection with any action, claim or suit brought to enforce the Indenture Trustee’s right to indemnification; provided, however, that the Administrator need not indemnify the Indenture Trustee for, or hold it harmless against, any such loss, liability, cost or expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faith. The Indenture Trustee Collateral Agent shall notify the Issuer and the Administrator Issuers promptly of any claim asserted against it for which it may seek indemnity. Any However, failure by the Indenture Trustee Trustee, the Paying Agent, the Registrar and the Collateral Agent to so notify the Issuer and the Administrator Issuers shall not, however, not relieve the Administrator Issuers of its their obligations hereunder. The AdministratorNotwithstanding anything to the contrary herein, on behalf the Issuers need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee, the Paying Agent, the Registrar and the Collateral Agent which is determined by a court of competent jurisdiction by final judgment to have been caused by the Trustee's, the Paying Agent's, the Registrar's or the Collateral Agent's, as the case may be, own willful misconduct, negligence or bad faith. To secure the Issuers' payment obligations in this Section 7.7, each of the IssuerTrustee, shall defend any such claim. The Indenture Trustee may have separate counsel in connection with the defense of any such claimPaying Agent, the Registrar and the AdministratorCollateral Agent shall have a lien prior to the Securities on all money or property held or collected by it, in its capacity as Trustee, Paying Agent, Registrar and the Collateral Agent, as the case may be, except money or property held in trust to pay principal of or interest on behalf particular Securities. When any of the IssuerTrustee, shall pay the Paying Agent, the Registrar or the Collateral Agent incurs expenses (including the reasonable fees and expenses of such counsel) or renders services after an Event of Default specified in Section 6.1(k) or (l) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law. If The obligations under this Section 7.7 shall survive the resignation and removal of the Trustee, discharge of this Indenture Trustee is then acting as Administratorand, all payment obligations to the Indenture Trustee pursuant to this Section 6.7 shall be paid extent permitted by CarMaxapplicable law, rejection or termination in bankruptcy.

Compensation and Indemnity. (a) The Administrator, on behalf of the Issuer, shall pay to the Indenture Trustee from time to time reasonable compensation for its services. The Indenture Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Administrator, on behalf of the Issuer, shall reimburse the Indenture Trustee for all expenses, advances and disbursements reasonably incurred or made by it, including costs of collection, in addition to the compensation for its services; provided, however, that the Administrator need not reimburse the Indenture -------- ------- Trustee for any expense incurred through the Indenture Trustee’s 's willful misconduct, negligence, or bad faith. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s 's agents, counsel, accountants and experts. The Administrator, on behalf of the Issuer, shall indemnify the Indenture Trustee for, and hold it and its officers, directors, employees, representatives and agents, harmless against, any and all loss, liability, cost liability or expense (including reasonable attorneys’ ' fees and expenses and court costs, and any loss or expense incurred in connection with a successful defense, in whole or in part, of any claim that the Indenture Trustee breached its standard of careexpenses) incurred by it in connection with the administration of this trust and the performance of its duties hereunder, including those incurred in connection with any action, claim or suit brought to enforce the Indenture Trustee’s right to indemnification; provided, however, that the Administrator -------- ------- need not indemnify the Indenture Trustee for, or hold it harmless against, any such loss, liability, cost liability or expense incurred through the Indenture Trustee’s 's willful misconduct, negligence, or bad faith. The Indenture Trustee shall notify the Issuer and the Administrator promptly of any claim for which it may seek indemnity. Any failure by the Indenture Trustee to so notify the Issuer and the Administrator shall not, however, relieve the Administrator of its obligations hereunder. The Administrator, on behalf of the Issuer, shall defend any such claim. The Indenture Trustee may have separate counsel in connection with the defense of any such claim, and the Administrator, on behalf of the Issuer, shall pay the fees and expenses of such counsel. If the Indenture Trustee is then acting as Administrator, all payment obligations to the Indenture Trustee pursuant to this Section 6.7 shall be paid by CarMax.

Compensation and Indemnity. (a) The Administrator, on behalf of Issuer shall cause the Issuer, shall Depositor to pay to the Indenture Trustee from time to time and the Indenture Administrator reasonable compensation for its servicestheir respective services in accordance with separate agreements between the Depositor and each of the Indenture Trustee and the Indenture Administrator, and shall cause the Depositor to reimburse the Indenture Trustee and the Indenture Administrator for all reasonable out-of-pocket expenses incurred or made by it as and if provided in such separate agreement. The Indenture Trustee’s and the Indenture Administrator’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Administrator, on behalf of the Issuer, Issuer (individually or in such capacities) shall reimburse the Indenture Trustee for all expenses, advances and disbursements reasonably incurred or made by it, including costs of collection, in addition to the compensation for its services; provided, however, that cause the Administrator need not reimburse the Indenture Trustee for any expense incurred through to indemnify the Indenture Trustee’s willful misconduct, negligence, or bad faith. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s agentsAdministrator and their respective directors, counsel, accountants and experts. The Administrator, on behalf of the Issuer, shall indemnify the Indenture Trustee for, and hold it and its officers, directors, employees, representatives employees and agents, harmless against, agents against any and all loss, liability, cost claim or expense (including reasonable attorneys’ fees including, without limitation, costs and expenses of litigation and court costsof investigation counsel fees, damages, judgments and any loss or expense incurred amounts paid in connection with a successful defense, in whole or in part, of any claim that the Indenture Trustee breached its standard of caresettlement) incurred by it (individually or in such capacities) in connection with the administration of this trust and the performance of its duties hereunder, including those incurred in connection with any action, claim or suit brought to enforce hereunder and under the Indenture Trustee’s right to indemnification; provided, however, that the Administrator need not indemnify the Indenture Trustee for, or hold it harmless against, any such loss, liability, cost or expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faithother Basic Documents. The Indenture Trustee and the Indenture Administrator (individually or in such capacities) shall notify the Issuer and the Administrator promptly of any claim for which it may seek indemnity. Any failure Failure by the Indenture Trustee or the Indenture Administrator, as the case may be, to so notify the Issuer and the Administrator shall not, however, not relieve the Issuer or the Administrator of its obligations hereunderhereunder and under the other Basic Documents. The Administrator, Indenture Trustee and the Indenture Administrator shall be entitled to separate counsel acceptable to them in their sole discretion the reasonable fees and expenses of which shall be paid by the Administrator on behalf of the Issuer. Neither the Issuer nor the Administrator need reimburse any expense or indemnify against any loss, shall defend any such claim. The Indenture Trustee may have separate counsel in connection with the defense of any such claim, and the Administrator, on behalf of the Issuer, shall pay the fees and expenses of such counsel. If liability or expense incurred by the Indenture Trustee is then acting and the Indenture Administrator through the Indenture Trustee’s or the Indenture Administrator’s, as Administratorthe case may be, all own willful misconduct, negligence or bad faith. The Issuer’s payment obligations to the Indenture Trustee and the Indenture Administrator (individually or in such capacities) pursuant to this Section 6.7 shall be paid by CarMaxsurvive the discharge of this Indenture. When the Indenture Trustee and the Indenture Administrator incur expenses after the occurrence of a Default specified in Section 5.1(iv) or (v) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable Federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. (a) The Administrator, on behalf of the Issuer, Issuer shall pay to the Indenture Trustee from time to time reasonable such compensation for its servicesservices hereunder as the Issuer and the Trustee shall from time to time agree in writing. The Indenture Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Administrator, on behalf of the Issuer, Issuer shall reimburse the Indenture Trustee upon request for all expenses, advances and disbursements reasonably reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services; providedservices as the Issuer and the Trustee shall, howeverfrom time to time, that the Administrator need not reimburse the Indenture Trustee for any expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faithagree in writing. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s 's agents, counsel, accountants and experts. The AdministratorIssuer and the Company, on behalf of the Issuerjointly and severally, shall indemnify the Indenture Trustee for, or any predecessor Trustee and hold it and its officers, directors, employees, representatives and agents, harmless against, their agents against any and all loss, liability, cost liability or expense (including reasonable attorneys’ fees and expenses and court costs, and any loss or expense incurred in connection with a successful defense, in whole or in part, of any claim that the Indenture Trustee breached its standard of care' fees) incurred by it or in connection with the administration of this trust and the performance of its duties hereunder, including those incurred in connection with any action, claim or suit brought to enforce the Indenture Trustee’s right to indemnification; provided, however, that the Administrator need not indemnify the Indenture Trustee for, or hold it harmless against, any such loss, liability, cost or expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faith. The Indenture Trustee shall notify the Issuer and the Administrator promptly of any claim for which it may seek indemnityindemnity promptly upon obtaining actual knowledge thereof; provided, however, that any failure so to notify the Issuer shall not relieve the Issuer or the Company of its indemnity obligations hereunder. Any failure by The Issuer shall defend the Indenture Trustee to so notify claim and the indemnified party shall provide reasonable cooperation at the Issuer's expense in the defense. Such indemnified parties may have separate counsel and the Issuer and the Administrator shall notCompany, however, relieve the Administrator of its obligations hereunder. The Administrator, on behalf of the Issuer, shall defend any such claim. The Indenture Trustee may have separate counsel in connection with the defense of any such claim, and the Administrator, on behalf of the Issuer, as applicable shall pay the fees and expenses of such counsel; provided, however, that the Issuer shall not be required to pay such fees and expenses if it assumes such indemnified parties' defense and, in such indemnified parties' reasonable judgment, there is no conflict of interest between the Issuer and the Company, as applicable, and such parties in connection with such defense. If The Issuer need not reimburse any expense or indemnify against any loss, liability or expense incurred by an indemnified party through such party's own wilful misconduct, negligence or bad faith. The Issuer need not pay for any settlement made without its written consent. To secure the Indenture Trustee is then acting as Administrator, all Issuer's payment obligations in this Section, the Trustee shall have a lien prior to the Indenture Securities on all money or property held or collected by the Trustee pursuant other than money or property held in trust to this Section 6.7 shall be paid by CarMaxpay principal of and interest and liquidated damages, if any, on particular Securities.

Compensation and Indemnity. (a) The Administrator, on behalf of the Issuer, shall pay or cause to be paid to the Indenture Trustee from time to time reasonable compensation for its services. The Indenture Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Administrator, Administrator on behalf of the Issuer, shall reimburse the Indenture Trustee for all expenses, advances and disbursements reasonably incurred or made by it, including costs of collection, in addition to the compensation for its services; provided, however, that the Administrator need not reimburse the Indenture Trustee for any expense incurred through the Indenture Trustee’s 's willful misconduct, negligence, or bad faith. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s 's agents, counsel, accountants and experts. The Administrator, on behalf of the Issuer, shall indemnify the Indenture Trustee for, and hold it and its officers, directors, employees, representatives and agents, harmless against, any and all loss, liability, cost liability or expense (including reasonable attorneys’ ' fees and expenses and court costs, and any loss or expense incurred in connection with a successful defense, in whole or in part, of any claim that the Indenture Trustee breached its standard of careexpenses) incurred by it in connection with the administration of this trust and the performance of its duties hereunder, including those incurred in connection with any action, claim or suit brought to enforce the Indenture Trustee’s right to indemnification; provided, however, that the Administrator need not indemnify the Indenture Trustee for, or hold it harmless against, any such loss, liability, cost liability or expense incurred through the Indenture Trustee’s 's willful misconduct, negligence, or bad faith. The Indenture Trustee shall notify the Issuer and the Administrator promptly of any claim for which it may seek indemnity. Any failure by the Indenture Trustee to so notify the Issuer and the Administrator shall not, however, relieve the Administrator of its obligations hereunder. The Administrator, on behalf of the Issuer, shall defend any such claim. The Indenture Trustee may have separate counsel in connection with the defense of any such claim, and the Administrator, on behalf of the Issuer, shall pay the fees and expenses of such counsel. If Neither the Issuer nor the Administrator need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee is then acting as Administratorthrough the Indenture Trustee's own willful misconduct, all payment negligence or bad faith. The Administrator may delegate any of its foregoing obligations to the Master Servicer with prior notice to the Issuer and the Indenture Trustee pursuant to this Section 6.7 shall be paid by CarMaxTrustee.

Compensation and Indemnity. (a) The AdministratorIssuer shall, on behalf of or shall -------------------------- cause the IssuerAdministrator to, shall pay to the Indenture Trustee from time to time reasonable compensation for its services. The Indenture Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The AdministratorIssuer shall, on behalf of or shall cause the IssuerAdministrator to, shall reimburse the Indenture Trustee for all expenses, advances reasonable and disbursements reasonably documented out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services; provided, however, that the Administrator need not reimburse the Indenture Trustee for any expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faith. Such expenses shall include the reasonable and documented compensation and expenses, disbursements and advances of the Indenture Trustee’s 's agents, counsel, accountants and experts. The AdministratorIssuer shall, on behalf of or shall cause the IssuerAdministrator to, shall indemnify the Indenture Trustee for, and hold it and its officers, directors, employees, representatives and agents, harmless against, against any and all loss, liability, cost liability or expense (including reasonable attorneys’ fees and expenses and court costs, and any loss or expense incurred in connection with a successful defense, in whole or in part, of any claim that the Indenture Trustee breached its standard of care' fees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder, including those incurred in connection with any action, claim or suit brought to enforce the Indenture Trustee’s right to indemnification; provided, however, that the Administrator need not indemnify the Indenture Trustee for, or hold it harmless against, any such loss, liability, cost or expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faith. The Indenture Trustee shall notify the Issuer and the Administrator promptly of any claim for which it may seek indemnity. Any failure Failure by the Indenture Trustee to so notify the Issuer and the Administrator shall not, however, not relieve the Issuer or the Administrator of its obligations hereunder. The AdministratorIssuer shall, on behalf of or shall cause the IssuerAdministrator to, shall defend any such claim. The , and the Indenture Trustee may have separate counsel in connection with the defense of any such claim, and the AdministratorIssuer shall, on behalf of or shall cause the IssuerAdministrator to, shall pay the fees and expenses of such counsel. If Neither the Issuer nor the Administrator need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee is then acting as Administratorthrough the Indenture Trustee's own willful misconduct, all negligence or bad faith. The Issuer's payment obligations to the Indenture Trustee pursuant to this Section 6.7 shall be paid by CarMaxsurvive the resignation or removal of the Indenture Trustee and the discharge of this Indenture. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.01(iv) or (v) with respect to the Issuer, ---------------- --- the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. (a) The Administrator, Indenture Trustee shall withdraw from the Note Payment Account on behalf of the Issuer, shall each Payment Date and pay to itself the Indenture Trustee from time to time reasonable compensation for its servicesFee. The Indenture Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Administrator, on behalf of the Issuer, Issuing Entity shall reimburse the Indenture Trustee for all expenses, advances and disbursements reasonably reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services; provided, however, that the Administrator need not reimburse the Indenture Trustee for any expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faith. Such expenses which shall be paid solely from the Trust Estate in accordance with Section 8.02 shall include the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s 's agents, counsel, accountants and experts. The Administrator, on behalf of the Issuer, Issuing Entity shall indemnify the Indenture Trustee for, solely with payments from the Trust Estate in accordance with Section 8.02 and hold it and its officers, directors, employees, representatives and agents, harmless against, against any and all lossclaims, liabilitytaxes, cost penalties, losses, liabilities or expense expenses (including reasonable attorneys’ ' fees and expenses and court costs, and any loss or expense incurred in connection with a successful defense, in whole or in part, expenses) of any claim that the Indenture Trustee breached its standard of care) kind whatsoever incurred by it in connection with the administration of this trust Trust and the performance of its duties hereunderunder any of the Basic Documents. Notwithstanding the foregoing, each of the Indenture Trustee and any director, officer, employee or agent of the Indenture Trustee shall also be indemnified by the Trust and held harmless against any loss, liability or expense (including those reasonable attorney's fees and expenses) incurred in the administration of its duties and responsibilities or the exercise of its rights under the Interest Rate Swap Agreement or in connection with any action, claim or suit brought legal action relating to enforce the Indenture Trustee’s right to indemnification; provided, however, Interest Rate Swap Agreement that is the Administrator need not indemnify responsibility of the Indenture Trustee for, or hold it harmless against, any such loss, liability, cost or expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faithNoteholders as provided herein. The Indenture Trustee shall notify the Issuer and the Administrator Issuing Entity promptly of any claim for which it may seek indemnity. Any failure Failure by the Indenture Trustee to so notify the Issuer and the Administrator Issuing Entity shall not, however, not relieve the Administrator Issuing Entity of its obligations hereunder. The Administrator, on behalf of the Issuer, Issuing Entity shall defend any such claim. The , and the Indenture Trustee may have separate counsel in connection with the defense of any such claim, and the Administrator, on behalf of the Issuer, Issuing Entity shall pay the fees and expenses of such counsel. If The Issuing Entity is not obligated to reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee is then acting as Administratorthrough the Indenture Trustee's own willful misconduct, all negligence or bad faith. The Issuing Entity's payment obligations to the Indenture Trustee pursuant to this Section 6.7 6.07 shall be paid by CarMax.survive the discharge of this Indenture and the termination or resignation of the

Compensation and Indemnity. (a) The Administrator, on behalf Pursuant to Section [5.6(c)] of the IssuerServicing Agreement, the Issuer shall pay to the Indenture Trustee from time to time reasonable compensation for its servicesservices The Indenture Trustee, in its capacities, as Indenture Trustee, Trust Collateral Agent and Custodian, shall be entitled to receive the Indenture Trustee Fee on each Payment Date. The Indenture Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Administrator, on behalf Pursuant to Section [5.6(c)] of the IssuerServicing Agreement, the Issuer shall reimburse the Indenture Trustee and the Trust Collateral Agent for all expenses, advances and disbursements reasonably reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services; provided, however, that the Administrator need not reimburse the Indenture Trustee for any expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faith. Such expenses shall include the reasonable compensation and expenses, expenses and disbursements and advances of the Indenture Trustee’s 's, the Back-up Servicer's, the Custodian's, [the Collateral Agent's] and the Trust Collateral Agent's agents, counsel, accountants and experts. The Administrator, on behalf of Issuer shall cause the Issuer, shall Servicer to indemnify the Indenture Trustee forTrustee, the Trust Collateral Agent, the Back-up Servicer, the Custodian, [the Collateral Agent] and hold it and its their respective officers, directors, employees, representatives employees and agents, harmless against, agents against any and all loss, liability, cost liability or expense (including reasonable attorneys’ ' fees and expenses and court costs, and any loss or expense incurred in connection with a successful defense, in whole or in part, of any claim that the Indenture Trustee breached its standard of careexpenses) incurred by it each of them in connection with the acceptance or the administration of this trust and the performance of its duties hereunder, including those incurred in connection with any action, claim or suit brought to enforce under the Indenture Trustee’s right to indemnification; provided, however, that the Administrator need not indemnify the Indenture Trustee for, or hold it harmless against, any such loss, liability, cost or expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faithBasic Documents. The Indenture Trustee Trustee, the Trust Collateral Agent, the Custodian, [the Collateral Agent] or the Back-up Servicer shall notify the Issuer and the Administrator Servicer promptly of any claim for which it may seek indemnity. Any failure Failure by the Indenture Trustee Trustee, the Back-up Servicer, the Custodian, [the Collateral Agent] or the Trust Collateral Agent to so notify the Issuer and the Administrator Servicer shall not, however, not relieve the Administrator Issuer of its obligations hereunderhereunder or the Servicer of its obligations under Article [XII] of the Servicing Agreement. The Administrator, on behalf of Issuer shall cause the Issuer, shall Servicer to defend any such claim. The , the Indenture Trustee Trustee, Trust Collateral Agent, the Custodian, [the Collateral Agent] or the Back-up Servicer may have separate counsel in connection with the defense of any such claim, and the Administrator, on behalf of Issuer shall cause the Issuer, shall Servicer to pay the fees and expenses of such counsel. If Neither the Issuer nor the Servicer need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee is then acting as AdministratorTrustee, all payment obligations to the Back-up Servicer, the Custodian, [the Collateral Agent] or Trust Collateral Agent through the Indenture Trustee pursuant to this Section 6.7 shall be paid by CarMaxTrustee's, the Back-up Servicer's, the Custodian's, [the Collateral Agent's] or Trust Collateral Agent's own willful misconduct, negligence or bad faith.

Compensation and Indemnity. (a) The Administrator, on behalf of the Issuer, shall pay to the Indenture Trustee from time to time reasonable shall be entitled, as compensation for its services, a fee to be paid by the Depositor as provided in the Transfer and Servicing Agreement. The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Administrator, Indenture Trustee and any co-trustee shall be reimbursed on behalf of the IssuerIssuing Entity from funds in the Collection Account, shall reimburse as provided in the Indenture Trustee Transfer and Servicing Agreement, for all expenses, advances and disbursements reasonably reasonable ordinary out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services; provided, however, that services (as provided in the Administrator need not reimburse the Indenture Trustee for any expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faithTransfer and Servicing Agreement). Such Reimbursable expenses under this Section shall include the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts. The Administrator, on behalf of the Issuer, Issuing Entity shall indemnify the Indenture Trustee forTrustee, any co-trustee and hold it and its officers, directors, their respective employees, representatives directors and agents, harmless againstas provided in the Transfer and Servicing Agreement and from funds in the Collection Account, against any and all claim, loss, liability, cost liability or expense (including reasonable attorneys’ fees and expenses and court costs, and any loss or expense incurred in connection with a successful defense, in whole or in part, of any claim that the Indenture Trustee breached its standard of carefees) incurred by it in connection with the administration of this trust and the performance of its duties hereunderhereunder or under any Operative Agreement, including those incurred in connection with including, without limitation, the execution and filing of any action, claim or suit brought to enforce the Indenture Trustee’s right to indemnification; provided, however, that the Administrator need not indemnify the Indenture Trustee for, or hold it harmless against, any such loss, liability, cost or expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faithinformation returns. The Indenture Trustee or co-trustee, as applicable, shall notify the Issuer Issuing Entity and the Trust Administrator promptly of any claim for which it may seek indemnity. Any failure Failure by the Indenture Trustee or the co-trustee, as applicable, to so notify the Issuer Issuing Entity and the Trust Administrator shall not, however, not relieve the Issuing Entity or the Trust Administrator of its obligations hereunder. The Administrator, on behalf of the Issuer, Issuing Entity shall defend any such claim. The Indenture Trustee may have separate counsel in connection with the defense of any such claim, and the Administrator, on behalf of the Issuer, shall pay Indenture Trustee and any co-trustee may have separate counsel and the fees and expenses of such counselcounsel shall be payable on behalf of the Issuing Entity from funds in the Collection Account. If The Issuing Entity shall not be required to reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee is then acting or any co-trustee through the Indenture Trustee’s or co-trustee’s, as Administratorthe case may be, all payment own willful misconduct, negligence, fraud or bad faith. The Issuing Entity’s obligations to the Indenture Trustee and any co-trustee pursuant to this Section 6.7 shall be paid by CarMaxsurvive the resignation or removal of the Indenture Trustee and the termination of discharge of this Indenture. When the Indenture Trustee or any co-trustee incurs expenses after the occurrence of a Default specified in Section 5.01(iv) or (vi) with respect to the Issuing Entity, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. (a) The Administrator, on behalf Each of the IssuerIndenture Trustee, Custodian and the Securities Administrator shall pay to be paid by the Indenture Trustee Master Servicer from time to time reasonable a portion of the Master Servicing Fee as compensation for its services. The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Administrator, on behalf of the Issuer, Issuing Entity shall reimburse the Indenture Trustee, the Securities Administrator, the Custodian and the Owner Trustee for all expenses, advances and disbursements reasonably reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services; provided, however, that the Administrator need not reimburse the Indenture Trustee for any expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faith. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s 's, the Securities Administrator's, Custodian's or the Owner Trustee's agents, counsel, accountants and experts. The Issuing Entity shall indemnify each of the Indenture Trustee, the Securities Administrator, on behalf of the Issuer, shall indemnify Custodian and the Indenture Trustee for, Master Servicer and hold it and its officers, directors, employees, representatives and agents, each of them harmless against, against any and all claim, tax, penalty, loss, liability, cost liability or expense (including reasonable attorneys’ ' fees and expenses and court costs, and any loss or expense incurred in connection with a successful defense, in whole or in part, expenses) of any claim that the Indenture Trustee breached its standard of care) kind whatsoever incurred by it in connection with the administration of this trust Trust and the performance of its duties hereunder, including those incurred in connection with under any action, claim or suit brought to enforce of the Indenture Trustee’s right to indemnification; provided, however, that the Administrator need not indemnify the Indenture Trustee for, or hold it harmless against, any such loss, liability, cost or expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faithBasic Documents. The Indenture Trustee Trustee, the Securities Administrator, the Custodian, the Depositor or the Master Servicer, as applicable, shall notify the Issuer and the Administrator Issuing Entity promptly of any claim for which it may seek indemnity. Any failure Failure by the Indenture Trustee Trustee, the Securities Administrator, the Custodian, the Depositor or the Master Servicer to so notify the Issuer and the Administrator Issuing Entity shall not, however, not relieve the Administrator Issuing Entity of its obligations hereunder, unless the Issuing Entity's defense of such claim is materially prejudiced thereby. The Administrator, on behalf of the Issuer, Issuing Entity shall defend any such claim. The Indenture Trustee may have separate counsel in connection with the defense of any such claim, and the Indenture Trustee, the Securities Administrator, on behalf of the IssuerCustodian, the Depositor or the Master Servicer, as applicable (each an "Indemnified Party") shall pay have the right to employ separate counsel with respect to any such claim and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless: (i) the employment thereof has been specifically authorized by the Issuing Entity in writing; (ii) such Indemnified Party shall have been advised by such counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Issuing Entity and in the reasonable judgment of such counsel it is advisable for such Indemnified Party to employ separate counsel or (iii) the Issuing Entity has failed to assume the defense of such claim within a reasonable period of time following written notice thereof, it being understood, however, with respect to any event described in clause (ii) or clause (iii) hereof, that the Issuing Entity shall not, in connection with any one such claim or separate but substantially similar or related claims in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to local counsel) at any time for all such Indemnified Parties, which firm shall be designated in writing by the Indemnified Parties. If The Issuing Entity is not obligated to reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee, the Securities Administrator, the Custodian, the Depositor or the Master Servicer through the Indenture Trustee's, the Securities Administrator's, the Custodian's, the Depositor's or the Master Servicer's own willful misconduct, negligence or bad faith. Notwithstanding anything to the contrary contained herein, the Issuing Entity shall not settle any claim involving the Indenture Trustee is then acting as Administrator, without the Indenture Trustee's prior written consent unless such settlement involves a complete and absolute release of the Indenture Trustee from any and all liability in connection with such claim. The Issuing Entity's payment and indemnification obligations to the Indenture Trustee, the Securities Administrator, the Custodian, the Depositor, the Master Servicer and the Owner Trustee pursuant to this Section 6.7 6.07 shall be paid by CarMaxsurvive the discharge of this Indenture and the termination or resignation of the Indenture Trustee, the Securities Administrator, the Custodian, the Depositor or the Master Servicer. When the Indenture Trustee, the Securities Administrator, the Custodian, the Depositor, the Master Servicer or the Owner Trustee incurs expenses after the occurrence of an Event of Default with respect to the Issuing Entity, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. (a) The Administrator, on behalf of the Issuer, Corporation shall pay to the Indenture Trustee Trustee, Paying Agent and Registrar from time to time reasonable compensation for its servicestheir services as set forth in separate agreements. The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Administrator, on behalf of the Issuer, Corporation shall reimburse the Indenture Trustee upon request for all expenses, advances and disbursements reasonably reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services; provided, however, that the Administrator need not reimburse the Indenture Trustee for any expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faith. Such expenses shall may include the reasonable compensation and expenses, disbursements and advances expenses of the Indenture Trustee’s agents, counsel, accountants 's agents and expertsattorneys. The Administrator, on behalf of the Issuer, Corporation shall indemnify the Indenture Trustee for, and hold it and its officers, directors, employees, representatives and agents, harmless against, any and all loss, liability, cost or expense (including reasonable attorneys’ fees and expenses and court costs, and against any loss or expense liability incurred in connection with a successful defense, in whole or in part, of any claim that the Indenture Trustee breached its standard of care) incurred by it in connection with the administration of this trust and the performance of its duties providing services hereunder, including those incurred in connection with any action, claim or suit brought to enforce the Indenture Trustee’s right to indemnification; provided, however, that the Administrator need not indemnify the Indenture Trustee for, or hold it harmless against, any such loss, liability, cost or expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faith. The Indenture Trustee shall notify the Issuer and the Administrator Corporation promptly of any claim for which it may seek indemnity. Any failure by The Corporation shall defend the Indenture Trustee to so notify the Issuer claims and the Administrator Trustee shall not, however, relieve the Administrator of its obligations hereundercooperate in such defense. The Administrator, on behalf of the Issuer, shall defend any such claim. The Indenture Trustee may have separate counsel in connection with the defense of any such claim, and the Administrator, on behalf of the Issuer, Corporation shall pay the reasonable fees and expenses of such counsel. The Corporation need not pay for any settlement made without its consent. The Corporation need not reimburse any expense or indemnify against any loss or liability incurred by Trustee through its own negligence or bad faith. To secure the Corporation's payment obligations in this Section, the Trustee, Paying Agent and Registrar shall have a lien prior to the Securities on all trust monies. REPLACEMENT OF TRUSTEE, PAYING AGENT OR REGISTRAR. The Trustee, Paying Agent or Registrar may resign by so notifying the Corporation. The Corporation may at any time without cause remove Trustee, Paying Agent or Registrar by so notifying the removed entity. The Corporation or the Owners of a majority in principal amount of the Securities may appoint a successor Trustee, Paying Agent or Registrar with the Corporation's consent or may remove Trustee, Paying Agent or Registrar if: THE TRUSTEE, PAYING AGENT OR REGISTRAR IS ADJUDGED A BANKRUPT OR AN INSOLVENT; A RECEIVER OR OTHER PUBLIC OFFICER TAKES CHARGE OF THE TRUSTEE, PAYING AGENT OR REGISTRAR OR ITS PROPERTY; OR THE TRUSTEE, PAYING AGENT OR REGISTRAR OTHERWISE BECOMES INCAPABLE OF ACTING. If the Indenture Trustee Trustee, Paying Agent or Registrar resigns or is then acting as Administratorremoved or if a vacancy exists in the office of Trustee, all payment obligations Paying Agent, or Registrar for any reason, the Corporation shall promptly appoint a successor. A successor Trustee, Paying Agent or Registrar shall deliver a written acceptance of its appointment to the Indenture Trustee pursuant Retiring Trustee, Paying Agent or Registrar and to the Corporation. Immediately thereafter, the retiring Trustee, Paying Agent or Registrar shall transfer all property held by it hereunder to the successor Trustee, Paying Agent or Registrar, the resignation or removal of the retiring Trustee, Paying Agent or Registrar shall become effective, and the successor Trustee, Paying Agent or Registrar shall have all the rights, powers and duties of the prior Trustee, Paying Agent or Registrar, as the case may be, under this Indenture. A successor Trustee, Paying Agent or Registrar shall give notice of its succession to each Security Owner as provided in Section 6.7 shall be paid by CarMax10.01. If a successor Trustee, Paying Agent or Registrar does not take office within sixty (60) days after its predecessor resigns or is removed, the retiring Trustee, Paying Agent or Registrar, the Corporation or the Owners of a majority in principal amount of the Securities may petition any court of competent jurisdiction for the appointment of a successor.

Compensation and Indemnity. (a) The Administrator, on behalf of the Issuer, Company shall pay to the Indenture Trustee from time to time reasonable and any Paying Agent such compensation as shall be agreed upon in writing for its services. The Indenture Trustee’s compensation of the Trustee and any Paying Agent shall not be limited by any law on compensation of a trustee of an express trust. The Administrator, on behalf of the Issuer, Company shall reimburse the Indenture Trustee and any Paying Agent upon request for all expenses, reasonable out-of-pocket expenses and advances and disbursements reasonably incurred or made by it, including costs of collection, in addition to the compensation for its services; provided, however, that the Administrator need not reimburse the Indenture Trustee for and any expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faithPaying Agent. Such expenses shall include the reasonable compensation and expenses, disbursements and advances expenses of the Indenture Trustee’s agents, or Paying Agent’s agents and counsel, accountants and experts. The Administrator, on behalf of the Issuer, Company shall indemnify the Indenture Trustee forTrustee, its agents and officers, and hold it and its officers, directors, employees, representatives and agents, harmless against, any Paying Agent against any and all losslosses, liabilityliabilities, cost or expense obligations, damages, penalties. judgments, actions, suits, proceedings, reasonable costs and expenses (including reasonable attorneys’ fees and expenses and court costs, and any loss or expense incurred in connection with a successful defense, in whole or in part, disbursements of counsel) of any claim that the Indenture Trustee breached its standard of care) kind whatsoever which may be incurred by it the Trustee, its agents and officers, or any Paying Agent arising out of or in connection with the acceptance or administration of this trust and the performance of its duties hereunder, including those incurred in connection with any action, claim or suit brought to enforce the Indenture Trustee’s right to indemnificationunder this Indenture; provided, however, that the Administrator Company need not reimburse any expense or indemnify the Indenture Trustee for, or hold it harmless against, against any such loss, liabilityobligation, damage, penalty, judgment, action, suit, proceeding, reasonable cost or expense (including reasonable fees and disbursements of counsel) of any kind whatsoever which may be incurred through by the Indenture Trustee or any Paying Agent in connection with any investigative, administrative or judicial proceeding (whether or not such indemnified party is designated a party to such proceeding) in which it is determined that the Trustee’s , its agents and officers, or any Paying Agent acted with negligence, bad faith or willful misconduct, negligence, or bad faith. The Indenture Trustee or any Paying Agent shall notify the Issuer and the Administrator Company promptly of any claim for which it may seek indemnity. Any failure Failure by the Indenture Trustee or any Paying Agent to so notify the Issuer and the Administrator Company shall not, however, not relieve the Administrator Company of its obligations hereunder. unless the Company is materially prejudiced thereby. The Administrator, on behalf of the Issuer, Company shall defend the claim and the Trustee or any such claimPaying Agent shall cooperate in the defense. The Indenture Unless otherwise set forth herein, the Trustee or any Paying Agent may have separate counsel in connection with the defense of any such claim, and the Administrator, on behalf of the Issuer, Company shall pay the reasonable fees and expenses of such counsel. If The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. To secure the Indenture Trustee is then acting as Administrator, all Company’s payment obligations in this Section 7.07. the Trustee and any Paying Agent shall have a lien prior to the Indenture Securities on all money or property held or collected by the Trustee or any Paying Agent, in its capacity as Trustee or Paying Agent, except money or property held by the Trustee pursuant to the Escrow Agreement and money or property held in trust by the Trustee or any Paying Agent to pay principal of, premium, if any, and interest on particular Securities. If the Trustee or Paying Agent incurs expenses or renders services after the occurrence of an Event of Default specified in clause (g) or (h) of Section 6.01. the expenses and the compensation for the services will be intended to constitute expenses of administration under Title 11 of the United States Bankruptcy Code or any applicable federal or state law for the relief of debtors. The provisions of this Section 6.7 7.07 shall be paid by CarMaxsurvive the termination of this Indenture and the resignation or removal of the Trustee.

Compensation and Indemnity. (a) The Administrator, on behalf of the Issuer, shall pay to the Indenture Trustee from time to time reasonable shall be entitled, as compensation for its services, to earnings with respect to, or the benefit of amounts in, the Trust Accounts as provided in the Sale and Servicing Agreement (which amounts shall constitute the Indenture Trustee’s fees for its services). The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Administrator, on behalf of Indenture Trustee and any co-trustee shall be reimbursed by the Issuer, shall reimburse as provided in Section 5.03 of the Indenture Trustee Sale and Servicing Agreement, for all expenses, advances and disbursements reasonably reasonable ordinary out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services; provided, however, that services (as provided in the Administrator need not reimburse the Indenture Trustee for any expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faithSale and Servicing Agreement). Such Reimbursable expenses under this Section 6.07 shall include the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts. The Administrator, on behalf of the Issuer, Issuer shall indemnify the Indenture Trustee forTrustee, any co-trustee and hold it and its officers, directors, their respective employees, representatives directors and agents, harmless againstas provided in Section 5.03 of the Sale and Servicing Agreement, against any and all claim, loss, liability, cost liability or expense (including reasonable attorneys’ fees and expenses and court costs, and any loss or expense incurred in connection with a successful defense, in whole or in part, of any claim that the Indenture Trustee breached its standard of carefees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder, including those incurred in connection with hereunder or under any action, claim or suit brought to enforce the Indenture Trustee’s right to indemnification; provided, however, that the Administrator need not indemnify the Indenture Trustee for, or hold it harmless against, any such loss, liability, cost or expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faithOperative Agreement. The Indenture Trustee or co-trustee, as applicable, shall notify the Issuer and the Administrator promptly of any claim for which it may seek indemnity. Any failure Failure by the Indenture Trustee or the co-trustee, as applicable, to so notify the Issuer and the Administrator shall not, however, not relieve the Issuer or the Administrator of its their respective obligations hereunder. The Administrator, on behalf of the Issuer, Issuer shall defend any such claim. The Indenture Trustee may have separate counsel in connection with the defense of any such claim, and the Administrator, on behalf of Indenture Trustee and any co-trustee may have separate counsel and the Issuer, Issuer shall pay the fees and expenses of such counsel. If The Issuer shall not be required to reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee is then acting or any co-trustee through the Indenture Trustee’s or co-trustee’s, as Administratorthe case may be, all own willful misconduct, negligence or bad faith. The Issuer’s payment obligations to the Indenture Trustee and the Owner Trustee pursuant to this Section 6.7 6.07 shall be paid by CarMaxsurvive the discharge of this Indenture and the termination or resignation of the Indenture Trustee. When the Indenture Trustee or the Owner Trustee incurs expenses after the occurrence of an Event of Default with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. (a) The Administrator, on behalf of the Issuer, Issuer shall pay to the Indenture Trustee for its own account from time to time reasonable such compensation together with any applicable, value added tax, or similar tax chargeable in respect of such compensation other than any tax on its income for its servicesservices as agreed in writing between the parties in the letter dated on or about the Issue Date (the "Note Trustee Fee Letter") from the Trustee to the Issuer, at the times and of the amounts specified in the Note Trustee Fee Letter and as otherwise due under the terms of this Indenture. The Indenture Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Administrator, on behalf of the Issuer, Issuer shall reimburse the Indenture Trustee upon request for all expenses, advances and disbursements reasonably properly incurred out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services; provided, however, that the Administrator need not reimburse the Indenture Trustee for any expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faith. Such expenses shall include the reasonable properly incurred compensation and expenses, disbursements and advances expenses of the Indenture Trustee’s agents, 's agents and counsel, accountants and experts. The Administrator, on behalf of the Issuer, Issuer shall indemnify the Indenture Trustee for(which for the purposes of this Section 7.07 shall include its officers, directors, employees and hold agents, delegates, attorneys, co-trustee or additional but separate trustee) and any predecessor Trustee against any and all loss, liability or damage and the reasonable costs or expenses including any stamp, documentary or other similar Taxes or duties paid by the Trustee, incurred by it and or its officers, directors, employees, representatives and agents, harmless againstdelegates, any and all lossattorneys, liability, cost co-trustee or expense (including reasonable attorneys’ fees and expenses and court costs, and any loss or expense incurred in connection with a successful defense, in whole or in part, of any claim that the Indenture Trustee breached its standard of care) incurred by it additional but separate trustee in connection with the administration of this trust and the performance of its duties hereunder, including those incurred in connection with any action, claim or suit brought to enforce the Indenture Trustee’s right to indemnification; provided, however, that the Administrator need not indemnify the Indenture Trustee for, or hold it harmless against, any such loss, liability, cost or expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faith. The Indenture Trustee shall notify the Issuer and the Administrator promptly of any claim for which it may seek indemnity. Any failure Failure by the Indenture Trustee to so notify the Issuer and the Administrator shall not, however, not relieve the Administrator Issuer of its obligations hereunder. The Administrator, on behalf of the Issuer, Issuer shall defend any such claim. The Indenture the claim and the Trustee may have separate counsel in connection with the defense of any such claim, and the Administrator, on behalf of the Issuer, Issuer shall pay the fees and expenses of such counsel. If The Issuer need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee is then acting as Administratorthrough the Trustee's own willful misconduct, all negligence or bad faith. To secure the Issuer's payment obligations in this Section 7.07, the Trustee shall have a Lien prior to the Indenture Junior Notes on all money or property held or collected by the Trustee other than money or property held in trust to pay principal of and interest on particular Junior Notes. The Issuer's payment obligations pursuant to this Section 6.7 7.07 and Sections 7.03 (Certain Rights and Discretions of Trustee) and 7.04 (Individual Rights of Trustee) shall survive the discharge of this Indenture or the resignation or removal of the Trustee. When the Trustee incurs expenses after the occurrence of a Default specified in either clause (8) or (9) of Section 6.01 (Events of Default) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Bankruptcy Law. In no event shall the Trustee be paid liable for any failure or delay in the performance of its obligations hereunder because of circumstances beyond its control, including but not limited to, acts of God, war (whether declared or undeclared), terrorism, fire, riot, embargo, government action, including any laws, ordinances, regulations, governmental action or the like which delay, restrict or prohibit the providing of the services contemplated by CarMaxthis Agreement. In no event shall the Trustee be liable for any indirect, special, punitive or consequential loss or damage of any kind whatsoever, including but not limited to, lost profits, even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

Compensation and Indemnity. (a) The Administrator, on behalf of the Issuer, Indenture Trustee shall pay be entitled to the Indenture Trustee from time to time reasonable Fee as compensation for its servicesservices hereunder. The Issuer shall (i) pay the Indenture Trustee Fee, (ii) reimburse the Indenture Trustee for all reasonable expenses (which shall include reasonable (and customary) out-of-pocket compensation and expenses (including extraordinary expenses), disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts but shall exclude overhead), advances and disbursements reasonably incurred and (iii) indemnify the Indenture Trustee and any of its directors, officers, employees and agents (each, an “Indemnified Party”) for, and hold it harmless against, any and all loss, liability or expense (including extraordinary expenses) (including reasonable attorneys’ fees and expenses, including those incurred by an Indemnified Party in defending against any claim relating to the actions or inactions of the Indemnified Party or in connection with the enforcement of any indemnification or other obligation of the Issuer) incurred by it in connection with the administration of the Issuer or the performance of its duties. The fees, expenses and indemnities described in the immediately preceding sentence shall be paid and/or reimbursed by the Issuer pursuant to the terms of Sections 5.04 or 8.04 of this Indenture, as applicable. The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Administrator, on behalf of the Issuer, shall reimburse the Indenture Trustee for all expenses, advances and disbursements reasonably incurred or made by it, including costs of collection, in addition to the compensation for its services; provided, however, that the Administrator need not reimburse the Indenture Trustee for any expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faith. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts. The Administrator, on behalf of the Issuer, shall indemnify the Indenture Trustee for, and hold it and its officers, directors, employees, representatives and agents, harmless against, any and all loss, liability, cost or expense (including reasonable attorneys’ fees and expenses and court costs, and any loss or expense incurred in connection with a successful defense, in whole or in part, of any claim that the Indenture Trustee breached its standard of care) incurred by it in connection with the administration of this trust and the performance of its duties hereunder, including those incurred in connection with any action, claim or suit brought to enforce the Indenture Trustee’s right to indemnification; provided, however, that the Administrator need not indemnify the Indenture Trustee for, or hold it harmless against, any such loss, liability, cost or expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faith. The Indenture Trustee shall notify the Issuer and the Administrator promptly of any claim for which it may seek indemnity. Any failure Failure by the Indenture Trustee to so notify the Issuer and the Administrator shall not, however, not relieve the Administrator Issuer of its obligations hereunder. The AdministratorIssuer shall, on behalf of or shall cause the IssuerAdministrator to, shall defend any such claim. The , and the Indenture Trustee may have separate counsel in connection with the defense of any such claim, and the Administrator, on behalf of the Issuer, Issuer shall pay the fees and expenses of such counsel. If Notwithstanding the foregoing, the Indenture Trustee shall not be indemnified by the Issuer against any loss, liability or expense incurred by it through its own willful misconduct, negligence or bad faith, except that the Indenture Trustee shall not be liable (i) for any error of judgment made by it in good faith unless it is then acting proved that the Indenture Trustee was negligent in ascertaining the pertinent facts, (ii) with respect to any action it takes or omits to take in good faith in accordance with a direction received by it from the Noteholders in accordance with the terms of this Indenture and (iii) for interest on any money received by it except as Administrator, all the Indenture Trustee and the Issuer may agree in writing. The Indenture Trustee shall not be deemed to have knowledge of any event unless a Responsible Officer of the Indenture Trustee has actual knowledge thereof or has received written notice thereof. The Issuer’s payment obligations and indemnities to the Indenture Trustee pursuant to this Section 6.7 shall be paid by CarMaxsurvive the discharge of this Indenture or the earlier resignation or removal of the Indenture Trustee. When the Indenture Trustee incurs expenses after the occurrence of a Default set forth in Section 5.01(e) or (f) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the Code or any other applicable federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. (a) The Administrator, on behalf of the Issuer, shall pay to the Indenture Trustee from time to time reasonable compensation for its services. The Indenture Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Administrator, on behalf of the Issuer, shall reimburse the Indenture Trustee for all expenses, advances and disbursements reasonably incurred or made by it, including costs of collection, in addition to the compensation for its services; provided, however, that the Administrator need not reimburse the Indenture Trustee for any expense incurred through the Indenture Trustee’s 's willful misconduct, negligence, or bad faith. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s 's agents, counsel, accountants and experts. The Administrator, on behalf of the Issuer, shall indemnify the Indenture Trustee for, and hold it and its officers, directors, employees, representatives and agents, harmless against, any and all loss, liability, cost liability or expense (including reasonable attorneys’ ' fees and expenses and court costs, and any loss or expense incurred in connection with a successful defense, in whole or in part, of any claim that the Indenture Trustee breached its standard of careexpenses) incurred by it in connection with the administration of this trust and the performance of its duties hereunder, including those incurred in connection with any action, claim or suit brought to enforce the Indenture Trustee’s right to indemnification; provided, however, that the Administrator need not indemnify the Indenture Trustee for, or hold it harmless against, any such loss, liability, cost liability or expense incurred through the Indenture Trustee’s 's willful misconduct, negligence, or bad faith. The Indenture Trustee shall notify the Issuer and the Administrator promptly of any claim for which it may seek indemnity. Any failure by the Indenture Trustee to so notify the Issuer and the Administrator shall not, however, relieve the Administrator of its obligations hereunder. The Administrator, on behalf of the Issuer, shall defend any such claim. The Indenture Trustee may have separate counsel in connection with the defense of any such claim, and the Administrator, on behalf of the Issuer, shall pay the fees and expenses of such counsel. If the Indenture Trustee is then acting as Administrator, all payment obligations to the Indenture Trustee pursuant to this Section 6.7 shall be paid by CarMax.

Compensation and Indemnity. (a) The AdministratorIndenture Trustee shall be entitled, on behalf of the Issueras compensation for its services, shall pay to the Indenture Trustee from time to time reasonable compensation for its servicesFee. The In addition, the Indenture Trustee’s compensation Trustee and any co-trustee shall not be limited reimbursed by any law on compensation of a trustee of an express trust. The Administrator, on behalf of the Issuer, shall reimburse as provided in Section 5.01 of the Indenture Trustee Sale and Servicing Agreement, for all expenses, advances and disbursements reasonably reasonable ordinary out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services; provided, however, that services (as provided in the Administrator need not reimburse the Indenture Trustee for any expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faithSale and Servicing Agreement). Such Reimbursable expenses under this Section 6.07 shall include the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s 's agents, counsel, accountants and experts. The Administrator, on behalf of the Issuer, Issuer shall indemnify the Indenture Trustee forTrustee, any co-trustee and hold it and its officers, directors, their respective employees, representatives directors and agents, harmless againstas provided in Section 5.01 of the Sale and Servicing Agreement, against any and all claim, loss, liability, cost liability or expense (including reasonable attorneys’ fees and expenses and court costs, and any loss or expense incurred in connection with a successful defense, in whole or in part, of any claim that the Indenture Trustee breached its standard of care' fees) incurred by it in connection with the administration of this trust and the performance of its duties hereunderhereunder or under any Transaction Document, including those incurred in connection including, without limitation, the execution and filing of any information returns and being the mortgagee of record with any action, claim or suit brought respect to enforce the Indenture Trustee’s right to indemnification; provided, however, that the Administrator need not indemnify the Indenture Trustee for, or hold it harmless against, any such loss, liability, cost or expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faithMortgage Loans. The Indenture Trustee or co-trustee, as applicable, shall notify the Issuer and the Administrator promptly of any claim for which it may seek indemnity. Any failure Failure by the Indenture Trustee or the co-trustee, as applicable, to so notify the Issuer and the Administrator shall not, however, not relieve the Issuer or the Administrator of its their respective obligations hereunder. The Administrator, on behalf of the Issuer, Issuer shall defend any such claim. The Indenture Trustee may have separate counsel in connection with the defense of any such claim, and the Administrator, on behalf of Indenture Trustee and any co-trustee may have separate counsel and the Issuer, Issuer shall pay the fees and expenses of such counsel. If The Issuer shall not be required to reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee is then acting or any co-trustee through the Indenture Trustee's or co-trustee's, as Administratorthe case may be, all payment own willful misconduct, negligence or bad faith. The Issuer's obligations to the Indenture Trustee and any co-trustee pursuant to this Section 6.7 6.07 shall be paid by CarMaxsurvive the discharge of this Indenture. When the Indenture Trustee or any co-trustee incurs expenses after the occurrence of a Default specified in Section 5.08 of the Sale and Servicing Agreement with respect to the Issuer, the expenses are intended to constitute expenses of administration under the Bankruptcy Code or any other applicable federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. (a) The AdministratorIssuing Entity shall, on behalf of or shall cause the IssuerAdministrator to, shall pursuant to the Administration Agreement, pay to the Indenture Trustee from time to time reasonable compensation for its servicesservices as agreed in writing. The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The AdministratorIssuing Entity shall, on behalf of or shall cause the IssuerAdministrator to, shall reimburse the Indenture Trustee for all expenses, advances reasonable and disbursements reasonably documented out-of-pocket expenses incurred or made by itit in connection with the administration of this Indenture and performance of its duties hereunder, including costs of collection, in addition to the compensation for its services; provided, however, that the Administrator need not reimburse the Indenture Trustee for any expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faith. Such expenses shall include the reasonable and documented compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts; provided, that, reimbursement for expenses and disbursements of any legal counsel to the Indenture Trustee, in connection with the closing of the transactions described in the Basic Documents, shall be subject to any limitations separately agreed upon before the Closing Date between the Administrator and the Indenture Trustee. The AdministratorIssuing Entity shall, on behalf of or shall cause the IssuerAdministrator to, shall pursuant to the Administration Agreement, indemnify the Indenture Trustee for, and hold it and its officers, directors, employees, representatives and agents, harmless against, against any and all loss, liability, cost claim, damage or expense (including reasonable attorneys’ and documented legal fees and expenses and court costsincluding, without limitation, any legal fees, costs and any loss or expense expenses incurred in connection with a successful defenseany enforcement (including any action, in whole claim or in part, of any claim that suit brought) by the Indenture Trustee breached its standard of careany indemnification or other obligation of the Issuing Entity or the Administrator) incurred by it in connection with the administration of this trust Indenture and the performance of its duties hereunder, including those incurred in connection with any action, claim or suit brought to enforce the Indenture Trustee’s right to indemnification; provided, however, that the Administrator need not indemnify the Indenture Trustee for, or hold it harmless against, any such loss, liability, cost or expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faith. The Indenture Trustee shall notify the Issuer Issuing Entity and the Administrator promptly of any claim of which the Indenture Trustee has received written notice for which it may seek indemnity. Any failure Failure by the Indenture Trustee to so notify the Issuer Issuing Entity and the Administrator shall not, however, not relieve the Issuing Entity or the Administrator of its obligations hereunder. The AdministratorIssuing Entity shall, on behalf of or shall cause the IssuerAdministrator to, shall defend any such claim. The , and the Indenture Trustee may have separate counsel in connection with the defense of any such claim, and the AdministratorIssuing Entity shall, on behalf of or shall cause the IssuerAdministrator to, shall pay the fees and expenses of such counsel. If Neither the Issuing Entity nor the Administrator need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee is then acting as Administratorthrough the Indenture Trustee’s own willful misconduct, all negligence or bad faith. The Issuing Entity’s payment obligations to the Indenture Trustee pursuant to this Section 6.7 shall be paid by CarMaxsurvive the resignation or removal of the Indenture Trustee and the discharge of this Indenture. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.01(a)(iv) or (v) with respect to the Issuing Entity [or the Grantor Trust], the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. (a) The Administrator, on behalf of the Issuer, Issuer shall pay to the Indenture Trustee and Collateral Trustee (as applicable) from time to time such reasonable compensation for its servicesservices as set out in the Trustee / Collateral Trustee Fee Letter or as otherwise agreed upon in writing by the parties hereto. The Indenture Trustee’s and Collateral Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Administrator, on behalf of the Issuer, Issuer shall reimburse the Indenture Trustee and Collateral Trustee upon request for all expensesreasonable, advances and disbursements reasonably documented out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services; provided, however, that the Administrator need not reimburse the Indenture Trustee for any expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faith. Such expenses shall include the reasonable compensation and reasonable, documented out-of-pocket expenses, disbursements and advances of the Indenture Trustee’s and Collateral Agent’s agents, counsel, accountants and experts. The Administrator, on behalf of the Issuer, Issuer shall indemnify the Indenture Trustee for, and hold it and its officers, directors, employees, representatives and agents, harmless against, Collateral Agent against any and all loss, liability, claim, damage, penalty, action, suit, cost or and expense (including reasonable attorneys’ fees and out-of-pocket expenses and court coststaxes (other than taxes based upon, and any loss measured by or expense incurred in connection with a successful defense, in whole determined by the income of the Trustee or in part, of any claim that the Indenture Trustee breached its standard of careCollateral Trustee)) incurred by it in connection with the acceptance or administration of the trust hereunder and/or the transactions contemplated under this trust Indenture and the performance Trustee and the Collateral Trustee shall have no liability or responsibility for any action or inaction on the part of its duties hereunderany other Paying Agent, including those incurred in connection with Registrar, Authentication Agent or any action, claim successor Trustee or suit brought to enforce the Indenture Collateral Trustee’s right to indemnification; provided, however, that the Administrator need not indemnify the Indenture Trustee for, or hold it harmless against, any such loss, liability, cost or expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faith. The Indenture Trustee or Collateral Trustee shall notify the Issuer and the Administrator promptly of any claim for which it may seek indemnity. Any failure Failure by the Indenture Trustee or the Collateral Trustee to so notify the Issuer and the Administrator shall not, however, not relieve the Administrator Issuer of its obligations hereunderhereunder except to the extent that the Issuer shall have been actually prejudiced as a result of such failure. The Administrator, on behalf of Issuer shall defend the claim and the Trustee and Collateral Trustee (as applicable) shall provide reasonable cooperation at the Issuer, shall defend any such claim’s expense in the defense. The Indenture Trustee and Collateral Trustee may have separate counsel in connection with the defense of any such claim, and the Administrator, on behalf of the Issuer, Issuers shall pay the fees and expenses of such counsel. If The Issuer need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee is then acting or Collateral Trustee as Administratorfinally determined by a court of competent jurisdiction to have occurred directly as a result of the Trustee’s or Collateral Trustee’s own willful misconduct or gross negligence. The Issuer need not pay for any settlement made by the Trustee or Collateral Trustee without the Issuer’s consent, all such consent not to be unreasonably withheld. All indemnifications and releases from liability granted hereunder to the Trustee and Collateral Trustee shall extend to its officers, directors, employees, agents, successors and assigns. To secure the Issuer’s payment obligations in this Section, the Trustee and the Collateral Trustee shall have a lien before the Notes on all money or property held or collected by the Trustee or the Collateral Trustee other than money or property held in trust to pay principal of and interest on particular Notes. When the Trustee or the Collateral Trustee (as applicable) incurs expenses after the occurrence of a Default specified in Sections 6.01(f) or 6.01(g) with respect to the Indenture Trustee pursuant Issuer, the expenses are intended to constitute expenses of administration under the Bankruptcy Law. The provisions of this Section 6.7 shall be paid by CarMaxsurvive the satisfaction and discharge or termination, for any reason, of this Indenture and the resignation or removal of the Trustee or the Collateral Trustee.

Compensation and Indemnity. (a) The Administrator, on behalf of the Issuer, Company shall pay to the Indenture Trustee from time to time reasonable such compensation as shall be agreed upon in writing for its services. The Indenture Trustee’s compensation of the Trustee shall not be limited by any law on compensation of a trustee of an express trust. The Administrator, on behalf of the Issuer, Company shall reimburse the Indenture Trustee upon request for all expenses, reasonable out-of-pocket expenses and advances and disbursements reasonably incurred or made by it, including costs of collection, in addition to the compensation for its services; provided, however, that the Administrator need not reimburse the Indenture Trustee for any expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faith. Such expenses shall include the reasonable compensation and expenses, disbursements and advances expenses of the Indenture Trustee’s agents, 's agents and counsel, accountants and experts. The Administrator, on behalf of the Issuer, Company shall indemnify the Indenture Trustee for, and hold it and its officers, directors, employees, representatives and agents, harmless against, against any and all losses, liabilities, obligations, damages, penalties, judgments, actions, suits, proceedings, reasonable costs and expenses (including reasonable fees and disbursements of counsel) of any kind whatsoever which may be incurred by the Trustee in connection with any investigative, administrative or judicial proceeding (whether or not such indemnified party is designated a party to such proceeding) arising out of or in connection with the acceptance or administration of its duties under this Indenture; PROVIDED, HOWEVER, that the Company need not reimburse any expense or indemnify against any loss, liabilityobligation, damage, penalty, judgment, action, suit, proceeding, reasonable cost or expense (including reasonable attorneys’ fees and expenses and court costs, and any loss or expense incurred in connection with a successful defense, in whole or in part, disbursements of counsel) of any claim that the Indenture Trustee breached its standard of care) kind whatsoever which may be incurred by it in connection with the administration of this trust and the performance of its duties hereunder, including those incurred Trustee in connection with any actioninvestigative, claim administrative or suit brought judicial proceeding (whether or not such indemnified party is designated a party to enforce the Indenture Trustee’s right to indemnification; provided, however, such proceeding) in which it is determined that the Administrator need not indemnify the Indenture Trustee foracted with negligence, bad faith or hold it harmless against, any such loss, liability, cost or expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faith. The Indenture Trustee shall notify the Issuer and the Administrator Company promptly of any claim for which it may seek indemnity. Any failure Failure by the Indenture Trustee to so notify the Issuer and the Administrator Company shall not, however, not relieve the Administrator Company of its obligations hereunder, unless the Company is materially prejudiced thereby. The Administrator, on behalf of the Issuer, Company shall defend any such claimthe claim and the Trustee shall cooperate in the defense. The Indenture Unless otherwise set forth herein, the Trustee may have separate counsel in connection with the defense of any such claim, and the Administrator, on behalf of the Issuer, Company shall pay the reasonable fees and expenses of such counsel. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. To secure the Company's payment obligations in this Section 7.07, the Trustee shall have a lien prior to the Notes on all money or property held or collected by the Trustee, in its capacity as Trustee, except money or property held in trust to pay principal of, premium, if any, and interest on particular Notes. If the Indenture Trustee is then acting as Administratorincurs expenses or renders services after the occurrence of an Event of Default specified in clause (g) or (h) of Section 6.01, all payment obligations the expenses and the compensation for the services will be intended to constitute expenses of administration under Title 11 of the Indenture Trustee pursuant to this Section 6.7 shall be paid by CarMaxUnited States Bankruptcy Code or any applicable federal or state law for the relief of debtors.

Compensation and Indemnity. (a) The Administrator, on behalf of the Issuer, shall pay to the Indenture Trustee from time to time reasonable compensation for its services. The Indenture Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Administrator, on behalf of the Issuer, shall reimburse the Indenture Trustee for all expenses, advances and disbursements reasonably incurred or made by it, including costs of collection, in addition to the compensation for its services; provided, however, that the -------- ------- Administrator need not reimburse the Indenture Trustee for any expense incurred through the Indenture Trustee’s 's willful misconduct, negligence, or bad faith. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s 's agents, counsel, accountants and experts. The Administrator, on behalf of the Issuer, shall indemnify the Indenture Trustee for, and hold it and its officers, directors, employees, representatives and agents, harmless against, any and all loss, liability, cost liability or expense (including reasonable attorneys’ ' fees and expenses and court costs, and any loss or expense incurred in connection with a successful defense, in whole or in part, of any claim that the Indenture Trustee breached its standard of careexpenses) incurred by it in connection with the administration of this trust and the performance of its duties hereunder, including those incurred in connection with any action, claim or suit brought to enforce the Indenture Trustee’s right to indemnification; provided, however, that the Administrator -------- ------- need not indemnify the Indenture Trustee for, or hold it harmless against, any such loss, liability, cost liability or expense incurred through the Indenture Trustee’s 's willful misconduct, negligence, or bad faith. The Indenture Trustee shall notify the Issuer and the Administrator promptly of any claim for which it may seek indemnity. Any failure by the Indenture Trustee to so notify the Issuer and the Administrator shall not, however, relieve the Administrator of its obligations hereunder. The Administrator, on behalf of the Issuer, shall defend any such claim. The Indenture Trustee may have separate counsel in connection with the defense of any such claim, and the Administrator, on behalf of the Issuer, shall pay the fees and expenses of such counsel. If the Indenture Trustee is then acting as Administrator, all payment obligations to the Indenture Trustee pursuant to this Section 6.7 shall be paid by CarMax.

Compensation and Indemnity. (a) The Administrator, on behalf of the Issuer, Holdings shall pay to the Indenture Trustee and the Agents from time to time, and the Trustee and the Agents shall be entitled to, such compensation as Holdings and the Trustee and the Agents shall from time to time reasonable compensation agree in writing for its their respective services. The Indenture Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Administrator, on behalf of the Issuer, Holdings shall reimburse the Indenture Trustee and the Agents upon request for all expensesreasonable disbursements, advances expenses and advances, including all reasonable costs and expenses of collection which would be out-of-pocket and reasonable fees, disbursements reasonably and expenses of its agents and outside legal counsel incurred or made by it, including costs any of collection, them in addition to the compensation for its services; providedtheir respective services except any such disbursements, however, that expenses and advances as may be attributable to negligence or willful miscon- duct of the Administrator need not reimburse the Indenture Trustee for any expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faithparty to be reimbursed. Such expenses shall include the reasonable compensation and expensescompensation, disbursements and advances expenses of the Indenture Trustee’s 's agents, counselaccountants, accountants experts and expertsoutside legal counsel and any taxes or other expenses incurred by a trust created pursuant to Section 8.01 hereof. The Administrator, on behalf of the Issuer, Holdings shall indemnify the Indenture Trustee and the Agents and each of their directors, officers, attorneys and agents for, and hold it and its officers, directors, employees, representatives and agents, them harmless against, against any and all loss, liabilitydamage, cost claims, liability or expense expense, including taxes (including other than franchise taxes imposed on the indemnified party and taxes based upon, measured by or determined by the income of the indemnified party) and reasonable attorneys’ fees compensation, disbursements and expenses of the Trustee's agents and court costscounsel, and any loss arising out of or expense incurred in connection with a successful defense, in whole or in part, of any claim that the Indenture Trustee breached its standard of care) incurred by it in connection with the acceptance or administration of this the trust or trusts hereunder, including the costs and expenses of defending themselves against or investigating any claim or liability in connection with the exercise or performance of its any of their powers or duties hereunder, including those incurred in connection with any action, claim or suit brought except to enforce the Indenture Trustee’s right to indemnification; provided, however, extent that the Administrator need not indemnify the Indenture Trustee for, or hold it harmless against, any such loss, liabilitydamage, cost claim, liability or expense incurred through is due to negligence or willful misconduct of the Indenture Trustee’s willful misconduct, negligence, or bad faithindemnified party. The Indenture Trustee indemnified party shall notify the Issuer and the Administrator Holdings promptly of any claim asserted against the indemnified party for which it may seek indemnity. Any However, the failure by the Indenture Trustee indemnified party to so notify the Issuer and the Administrator Holdings shall not, however, not relieve the Administrator Holdings of its obligations hereunderhereunder unless Holdings has been materially prejudiced thereby. The Administrator, on behalf of the Issuer, Holdings shall defend any such claim. The Indenture the claim and the indemnified party shall cooperate in the defense at the expense of Holdings; provided the Trustee may may, if it so elects, have separate legal counsel in connection with the defense of any such claim, its own choosing and the Administrator, on behalf of the Issuer, Holdings shall pay the reasonable fees and expenses of such legal counsel; provided, that Holdings will not be required to pay such fees and expenses if they assume the Trustee's defense and there is no conflict of interest between Holdings (on the one hand) and the Trustee (on the other hand) in connection with such defense; provided further, however, that in any such event, the reimbursement obligation of Holdings with respect to separate counsel of the indemnified party will be limited to the reasonable fees and expenses of such legal counsel. If Holdings need not pay for any settlement made without its written consent, which consent shall not be unreasonably withheld. Holdings need not reimburse any expense or indemnify against any loss or liability incurred by the Indenture Trustee is then acting or an Agent as Administrator, all a result of its own negligence or willful misconduct. To secure the payment obligations of Holdings in this Section 7.07, the Trustee shall have a Lien prior to the Indenture Securities against all money or property held or collected by the Trustee, in its capacity as Trustee, except money or property held in trust to pay principal of or interest on particular Securities. When the Trustee pursuant to this incurs expenses or renders services after an Event of Default specified in clause (f) or (g) of Section 6.7 6.01 occurs, the expenses (including the reasonable fees and expenses of its agents and legal counsel) and the compensation for the services shall be paid by CarMaxpreferred over the status of the Holders in a proceeding under any Bankruptcy Law and are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Indemnity. As compensation for its services hereunder and under the Servicing Agreement (a) The Administratorincluding in its capacity as Paying Agent and Custodian), on behalf of the Issuer, shall pay to the Indenture Trustee from time shall be entitled to time reasonable compensation for its services. The Indenture Trustee’s compensation receive an annual fee (which shall not be limited by any provision of law on in regard to the compensation of a trustee Indenture Trustee of an express trust) payable by the Master Servicer. The Administrator, on behalf of the Issuer, shall reimburse the Indenture Trustee Reimbursement for all expenses, advances and disbursements reasonably reasonable out-of-pocket expenses incurred or made by itthe Indenture Trustee, including costs of collection, in addition to shall be payable by the compensation for its services; provided, however, that the Administrator need not reimburse the Indenture Trustee for any expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faithIssuer. Such expenses shall include the reasonable compensation and expenses, disbursements and advances advances, if any, of the Indenture Trustee’s 's agents, counsel, accountants and experts. The AdministratorIssuer shall, on behalf of or shall cause the IssuerSeller to, shall and the Seller shall, indemnify the Indenture Trustee for(including in its capacities as Paying Agent, Custodian and hold it Securities Intermediary) and [o], in its officerscapacity as a Custodian, directors, employees, representatives and agents, harmless against, against any and all loss, liability, cost liability or expense (including reasonable attorneys’ fees and expenses and court costs, and any loss or expense ' fees) incurred in connection with a successful defense, in whole or in part, of any claim that by the Indenture Trustee breached (including in its standard of carecapacities as Paying Agent, Custodian and Securities Intermediary) incurred by it (or [o], in its capacity as a Custodian) in connection with the administration of this trust and the performance of its duties hereunder, including those incurred in connection with any action, claim or suit brought to enforce under the Indenture Trustee’s right to indemnification; provided, however, that the Administrator need not indemnify the Indenture Trustee for, or hold it harmless against, any such loss, liability, cost or expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faithOperative Agreements. The Indenture Trustee (or a Custodian) shall notify the Issuer and the Administrator Seller promptly of any claim for which it may seek indemnity. Any failure Failure by the Indenture Trustee (or a Custodian) to so notify the Issuer and the Administrator Seller shall not, however, not relieve the Administrator Issuer and the Seller of its obligations hereunder. The Administrator, on behalf of Issuer shall or shall cause the Issuer, shall Seller to defend any such claim. The Indenture Trustee may have separate counsel in connection with the defense of any such claim, and the AdministratorIndenture Trustee, on behalf of the IssuerPaying Agent, the Custodian and the Securities Intermediary may have separate counsel and the Issuer shall or shall cause the Seller to pay the fees and expenses of such counsel. If The Seller need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee is then acting Trustee, the Paying Agent, the Custodian or the Securities Intermediary to the extent attributable to such Person's own willful misconduct, negligence or bad faith. The payment and indemnification obligations of the Seller, the Master Servicer and the Issuer, as Administratorapplicable, all payment obligations to the Indenture Trustee (including in its capacities as Paying Agent, Custodian and Securities Intermediary) (or [o], in its capacity as a Custodian) pursuant to this Section 6.7 shall be paid by CarMaxsurvive the resignation or removal of the Indenture Trustee (or its Custodian) or discharge of this Indenture. When the Indenture Trustee incurs expenses in connection with the occurrence of a Default specified in Section 5.01(v) or (vi) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or State bankruptcy, insolvency or similar law.

Compensation and Indemnity. (a) The Administrator, on behalf of the Issuer, shall pay to the Indenture Trustee from time to time reasonable shall be entitled, as compensation for its services, to earnings with respect to, or the benefit of amounts in, the Trust Accounts as provided in the Sale and Servicing Agreement (which amounts shall constitute the Indenture Trustee's fees for its services). The Indenture Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Administrator, on behalf of Indenture Trustee and any co-trustee shall be reimbursed by the Issuer, shall reimburse as provided in Section 5.03 of the Indenture Trustee Sale and Servicing Agreement, for all expenses, advances and disbursements reasonably reasonable ordinary out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services; provided, however, that services (as provided in the Administrator need not reimburse the Indenture Trustee for any expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faithSale and Servicing Agreement). Such Reimbursable expenses under this Section 6.07 shall include the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s 's agents, counsel, accountants and experts. The Administrator, on behalf of the Issuer, Issuer shall indemnify the Indenture Trustee forTrustee, any co-trustee and hold it and its officers, directors, their respective employees, representatives directors and agents, harmless againstas provided in Section 5.03 of the Sale and Servicing Agreement, against any and all claim, loss, liability, cost liability or expense (including reasonable attorneys’ fees and expenses and court costs, and any loss or expense incurred in connection with a successful defense, in whole or in part, of any claim that the Indenture Trustee breached its standard of care' fees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder, including those incurred in connection with hereunder or under any action, claim or suit brought to enforce the Indenture Trustee’s right to indemnification; provided, however, that the Administrator need not indemnify the Indenture Trustee for, or hold it harmless against, any such loss, liability, cost or expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faithOperative Agreement. The Indenture Trustee or co-trustee, as applicable, shall notify the Issuer and the Administrator promptly of any claim for which it may seek indemnity. Any failure Failure by the Indenture Trustee or the co-trustee, as applicable, to so notify the Issuer and the Administrator shall not, however, not relieve the Issuer or the Administrator of its their respective obligations hereunder. The Administrator, on behalf of the Issuer, Issuer shall defend any such claim. The Indenture Trustee may have separate counsel in connection with the defense of any such claim, and the Administrator, on behalf of Indenture Trustee and any co-trustee may have separate counsel and the Issuer, Issuer shall pay the fees and expenses of such counsel. If The Issuer shall not be required to reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee is then acting or any co-trustee through the Indenture Trustee's or co-trustee's, as Administratorthe case may be, all own willful misconduct, negligence or bad faith. The Issuer's payment obligations to the Indenture Trustee and the Owner Trustee pursuant to this Section 6.7 6.07 shall be paid by CarMaxsurvive the discharge of this Indenture and the termination or resignation of the Indenture Trustee. When the Indenture Trustee or the Owner Trustee incurs expenses after the occurrence of an Event of Default with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. (a) The Administrator, on behalf of the Issuer, Company shall pay to the Indenture Trustee Trustee, the Paying Agent and the Registrar from time to time reasonable compensation for its servicestheir respective services rendered hereunder as may be agreed in writing from time to time. The Indenture Trustee’s 's, the Paying Agent's and the Registrar's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Administrator, on behalf of the Issuer, Company shall reimburse the Indenture Trustee Trustee, the Paying Agent and the Registrar upon request (after receipt by the Company of a reasonably detailed itemization of such expenses) for all expensesreasonable out-of-pocket disbursements, expenses and advances (including reasonable fees and disbursements reasonably expenses of counsel) incurred or made by it, including costs each of collection, them in addition to the compensation for its their respective services; provided, however, that the Administrator need not reimburse the Indenture Trustee for any expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faith. Such expenses shall include the reasonable compensation and expensescompensation, out-of-pocket disbursements and advances expenses of the Indenture Trustee’s agents's, the Paying Agent's and the Registrar's agents and counsel, accountants and experts. The Administrator, on behalf of the Issuer, Company shall indemnify the Indenture Trustee Trustee, the Paying Agent and the Registrar for, and hold it and its officers, directors, employees, representatives and agents, each of them harmless against, any and all lossclaim, liabilitydemand, cost or expense (including but not limited to reasonable attorneys’ ' fees and expenses and court costsexpenses), and any loss or expense incurred in connection with a successful defense, in whole or in part, of any claim that the Indenture Trustee breached its standard of care) liability incurred by it each of them arising out of or in connection with the administration of this trust Indenture, the Notes or the Escrow Agreement and their respective duties hereunder or thereunder. Each of the Trustee, the Paying Agent and the performance of its duties hereunder, including those incurred in connection with any action, claim or suit brought to enforce the Indenture Trustee’s right to indemnification; provided, however, that the Administrator need not indemnify the Indenture Trustee for, or hold it harmless against, any such loss, liability, cost or expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faith. The Indenture Trustee Registrar shall notify the Issuer and the Administrator Company promptly of any claim asserted against it for which it may seek indemnity. Any However, failure by the Indenture Trustee Trustee, the Paying Agent or the Registrar to so notify the Issuer and the Administrator Company shall not, however, not relieve the Administrator Company of its obligations hereunder. The AdministratorCompany need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee, on behalf the Paying Agent or the Registrar through the Trustee's, the Paying Agent's or the Registrar's, as the case may be, own willful misconduct, negligence or bad faith. To secure the Company's payment obligations in this Section 7.7 and in Section 6.9 (insofar as the Trustee is concerned), each of the IssuerTrustee, shall defend any such claim. The Indenture Trustee may have separate counsel in connection with the defense of any such claim, Paying Agent and the AdministratorRegistrar shall have a lien prior to the Notes on all money or property held or collected by it, in its capacity as Trustee, Paying Agent or Registrar, as the case may be, except money or property held in trust to pay principal of or interest on behalf particular Notes. Such lien and indemnity shall survive the satisfaction, discharge and termination of this Indenture, including any termination or rejection hereof under Bankruptcy Law. Subject to any other rights available to the Trustee, the Registrar and the Paying Agent under any Bankruptcy Law, when any of the IssuerTrustee, shall pay the fees Paying Agent and the Registrar incurs expenses or renders services after an Event of Default specified in Section 6.1(a)(vi) or (vii) with respect to the Company occurs, the parties hereto and the Noteholders, by acceptance of the Notes, hereby agree that the expenses and the compensation for the services are intended to constitute expenses of such counsel. If the Indenture Trustee is then acting as Administrator, all payment obligations to the Indenture Trustee pursuant to this Section 6.7 shall be paid by CarMaxadministration under any Bankruptcy Law.

Compensation and Indemnity. (a) The Administrator, Indenture Trustee shall withdraw from the Payment Account on behalf of the Issuer, shall each Payment Date and pay to itself the Indenture Trustee from time to time reasonable compensation for its servicesFee. The Indenture Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. In addition, the Indenture Trustee shall withdraw from the Payment Account on each Payment Date and pay to the Owner Trustee the Owner Trustee Fee and its Expenses. The Administrator, on behalf of the Issuer, Issuer shall reimburse the Indenture Trustee (including in its capacity as Swap Administrator) and the Owner Trustee for all expenses, advances and disbursements reasonably reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services; provided, however, that the Administrator need not reimburse the Indenture Trustee for any expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faith. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s 's or the Owner Trustee's agents, counsel, accountants and experts. The Administrator, on behalf of the Issuer, Issuer shall indemnify the Indenture Trustee for(including in its capacity as Swap Administrator), the Note Insurer and the Pool Insurer and hold it and its officers, directors, employees, representatives and agents, harmless against, against any and all claim, tax, penalty, loss, liability, cost liability or expense (including reasonable attorneys’ ' fees and expenses and court costs, and any loss or expense incurred in connection with a successful defense, in whole or in part, expenses) of any claim that the Indenture Trustee breached its standard of care) kind whatsoever incurred by it in connection with the administration of this trust Trust and the performance of its duties hereunder, including those incurred in connection with under any action, claim or suit brought to enforce of the Indenture Trustee’s right to indemnification; provided, however, that the Administrator need not indemnify the Indenture Trustee for, or hold it harmless against, any such loss, liability, cost or expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faithBasic Documents. The Indenture Trustee shall notify the Issuer and the Administrator promptly of any claim for which it may seek indemnity. Any failure Failure by the Indenture Trustee Trustee, the Note Insurer or the Pool Insurer to so notify the Issuer and the Administrator shall not, however, not relieve the Administrator Issuer of its obligations hereunder. The Administrator, on behalf of the Issuer, Issuer shall defend any such claim. The , and the Indenture Trustee may have separate counsel in connection with the defense of any such claim, and the Administrator, on behalf of the Issuer, Issuer shall pay the fees and expenses of such counsel. If The Issuer is not obligated to reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee is then acting as AdministratorTrustee, all the Note Insurer or the Pool Insurer through their own willful misconduct, negligence or bad faith. The Issuer's payment obligations to the Indenture Trustee, the Note Insurer, the Owner Trustee and the Pool Insurer pursuant to this Section 6.7 6.07 shall be paid by CarMaxsurvive the discharge of this Indenture and the termination or resignation of the Indenture Trustee. When the Indenture Trustee, Note Insurer, the Owner Trustee or the Pool Insurer incurs expenses after the occurrence of an Event of Default with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. (a) The Administrator, on behalf of the Issuer, Issuer shall pay to the Indenture Trustee from time to time on each Distribution Date such reasonable compensation for its servicesservices under this Indenture and the other Transaction Documents pursuant to a separate agreement dated as of the date hereof between the Trustee and the Issuer. The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Administrator, on behalf of the Issuer, Issuer shall reimburse the Indenture Trustee for all expenses, advances and disbursements reasonably reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services; provided, however, that the Administrator need not reimburse the Indenture Trustee for any expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faith. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts. The Administrator, on behalf of the Issuer, Issuer shall indemnify the Indenture Trustee for, and hold it and its officers, directors, employees, representatives and agents, harmless against, against any and all tax, penalty, loss, liability, cost liability or expense (including reasonable attorneys’ fees and expenses and court costs, and any loss or expense incurred in connection with a successful defense, in whole or in part, of any claim that the Indenture Trustee breached its standard of carefees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder, including those incurred in connection with any action, claim or suit brought to enforce the Indenture Trustee’s right to indemnification; provided, however, that the Administrator need not indemnify the Indenture Trustee for, or hold it harmless against, any such loss, liability, cost or expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faith. The Indenture Trustee shall notify the Issuer and the Administrator Trust Depositor promptly of any claim for which it may seek indemnity. Any failure Failure by the Indenture Trustee to so notify the Issuer and the Administrator Trust Depositor shall not, however, not relieve the Administrator Issuer of its obligations hereunderhereunder or under the Trust Agreement. The AdministratorIssuer need not reimburse any expense or indemnify against any loss, on behalf liability or expense incurred by the Trustee through the Trustee’s own willful misconduct, negligence or bad faith. The Issuer shall assume (with the consent of the IssuerTrustee, shall defend any such claim. The Indenture Trustee may have separate counsel in connection with consent not to be unreasonably withheld) the defense and any settlement of claim for indemnification hereunder and any settlement of any such claimclaim and pay all expenses in connection therewith, and the Administrator, on behalf of the Issuer, shall pay the fees and expenses of such counselincluding reasonable counsel fees. If the Indenture consent of the Trustee required in the immediately preceding sentence is then acting as Administratorunreasonably withheld, the Issuer is relieved of its indemnification obligations hereunder with respect thereto. The obligations of the Issuer set forth in this Section 6.07 are subject in all respects to Section 11.15(b). The Trustee hereby agrees not to cause the filing of a petition in bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship or other similar laws now or hereafter in effect against the Issuer for the non-payment obligations to the Indenture Trustee of any amounts provided by this Section 6.07 until at least one year and one day, or, if longer, the applicable preference period then in effect, after the payment in full of all Notes issued under this Indenture. The amounts payable to the Trustee pursuant to this Section 6.7 6.07 shall be paid not, except as provided by CarMaxSection 7.05 of the Sale and Servicing Agreement, exceed on any Distribution Date the limitation on the amount thereof described in the Priority of Payments for such Distribution Date; provided that (a) the Trustee shall not institute any proceeding for payment of any amount payable hereunder except in connection with an action pursuant to Sections 5.03 or 5.04 for the enforcement of the lien of this Indenture for the benefit of the Secured Parties and (b) the Trustee may only seek to enforce payment of such amounts in conjunction with the enforcement of the rights of the Secured Parties in the manner set forth in Section 5.04. The Trustee shall, subject to the Priority of Payments, receive amounts pursuant to this Section 6.07 and Section 7.05 of the Sale and Servicing Agreement, and only to the extent that the payment thereof would not result in an Event of Default and the failure to pay such amounts to the Trustee will not, by itself, constitute an Event of Default. Subject to Section 6.08, the Trustee shall continue to serve as Trustee under this Indenture notwithstanding the fact that the Trustee shall not have received amounts due it hereunder and hereby agrees not to cause the filing of a petition in bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship or other similar laws now or hereafter in effect against the Issuer for the nonpayment to the Trustee of any amounts provided by this Section 6.07 until at least one year and one day, or, if longer, the applicable preference period then in effect, after the payment in full of all Notes issued under this Indenture. The Issuer’s payment obligations to the Trustee pursuant to this Section 6.07 shall survive the discharge of this Indenture and resignation or removal of the Trustee. When the Trustee incurs expenses after the occurrence of an Event of Default specified in clauses (g) or (h) of the definition of “Event of Default” with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. (a) The AdministratorIssuer shall, on behalf of or shall cause the IssuerAdministrator to, shall pay to the Indenture Trustee from time to time reasonable compensation for its services. The Indenture Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The AdministratorIssuer shall, on behalf of or shall cause the IssuerAdministrator to, shall reimburse the Indenture Trustee for all expenses, advances and disbursements expenses reasonably incurred or made by it, including costs of collection, in addition to the compensation for its services; providedPROVIDED, howeverHOWEVER, that neither the Issuer nor the Administrator need not reimburse the Indenture Trustee for any expense incurred through the Indenture Trustee’s 's willful misconduct, negligence, or bad faith. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s 's agents, counsel, accountants and experts. The AdministratorIssuer shall, on behalf of or shall cause the IssuerAdministrator to, shall indemnify the Indenture Trustee for, and hold it and its officers, directors, employees, representatives and agents, harmless against, the Custodian against any and all loss, liability, cost liability or expense (including reasonable attorneys’ fees and expenses and court costs' fees) (collectively, and any loss or expense incurred together with the amounts specified as "Losses" in connection with a successful defenseSECTION 6A.3(D), in whole or in part, of any claim that the Indenture Trustee breached its standard of care"LOSSES") incurred by it in connection with the administration of this trust and the performance of its duties hereunder; PROVIDED, including those incurred in connection with any action, claim or suit brought to enforce the Indenture Trustee’s right to indemnification; provided, howeverHOWEVER, that neither the Issuer nor the Administrator need not indemnify the Indenture Trustee for, or hold it harmless against, the Custodian for any such loss, liability, cost liability or expense incurred through the Indenture Trustee’s 's or Custodian's willful misconduct, negligence, or bad faith, as applicable. The Indenture Trustee or Custodian shall notify the Issuer and the Administrator promptly of any claim for which it may seek indemnity. Any failure by the Indenture Trustee or the Custodian to so notify the Issuer and the Administrator shall not, however, relieve the Issuer or the Administrator of its obligations hereunder. The AdministratorIssuer shall, on behalf of or shall cause the IssuerServicer to, shall defend any such claim. The Indenture Trustee may have separate counsel in connection with the defense of any such claim, and the AdministratorIndenture Trustee or the Custodian, on behalf of as applicable, may have separate counsel and the IssuerIssuer shall, or shall cause the Servicer to, pay the fees and expenses of such counsel. If Notwithstanding the Indenture Trustee is then acting as Administratorforegoing, all payment obligations to the Indenture Trustee Losses shall be paid pursuant to this SECTION 6.7 solely from amounts in excess of funds necessary to pay all outstanding interest and principal due to the Noteholders in accordance with the priorities set 51 forth in Section 6.7 3.5(d) of the Sale and Allocation Agreement and shall in any case be nonrecourse as to the Issuer and, to the extent funds are not so available to pay any Losses when due and owing, the claims relating thereto shall not constitute a claim (as defined in Section 101 of Title 11 of the United States Bankruptcy Code) against the Issuer but shall continue to accrue. Each party hereto agrees that the payment of any claim of any such party in respect of Losses shall be paid by CarMaxsubordinated to the payment in full of all outstanding interest and principal due to the Noteholders.

Compensation and Indemnity. (a) The Administrator, on behalf of the Issuer, shall pay to the Indenture Trustee from time to time reasonable shall be entitled, as compensation for its services, to earnings with respect to, or the benefit of amounts in, the Trust Accounts as provided in the Sale and Servicing Agreement (which amounts shall constitute the Indenture Trustee's fees for its services). The Indenture Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The AdministratorIndenture Trustee and any co-trustee shall be reimbursed by the Issuing Entity, on behalf as provided in Section 5.03 of the IssuerSale and Servicing Agreement, shall reimburse the Indenture Trustee for all expenses, advances and disbursements reasonably reasonable ordinary out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services; provided, however, that services (as provided in the Administrator need not reimburse the Indenture Trustee for any expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faithSale and Servicing Agreement). Such Reimbursable expenses under this Section 6.07 shall include the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s 's agents, counsel, accountants and experts. The Administrator, on behalf of the Issuer, Issuing Entity shall indemnify the Indenture Trustee forTrustee, any co-trustee and hold it and its officers, directors, their respective employees, representatives directors and agents, harmless againstas provided in Section 5.03 of the Sale and Servicing Agreement, against any and all claim, loss, liability, cost liability or expense (including reasonable attorneys’ fees and expenses and court costs, and any loss or expense incurred in connection with a successful defense, in whole or in part, of any claim that the Indenture Trustee breached its standard of care' fees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder, including those incurred in connection with hereunder or under any action, claim or suit brought to enforce the Indenture Trustee’s right to indemnification; provided, however, that the Administrator need not indemnify the Indenture Trustee for, or hold it harmless against, any such loss, liability, cost or expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faithOperative Agreement. The Indenture Trustee or co-trustee, as applicable, shall notify the Issuer Issuing Entity and the Administrator promptly of any claim for which it may seek indemnity. Any failure Failure by the Indenture Trustee or the co-trustee, as applicable, to so notify the Issuer Issuing Entity and the Administrator shall not, however, not relieve the Issuing Entity or the Administrator of its their respective obligations hereunder. The Administrator, on behalf of the Issuer, Issuing Entity shall defend any such claim. The Indenture Trustee may have separate counsel in connection with the defense of any such claim, and the Administrator, on behalf of Indenture Trustee and any co-trustee may have separate counsel and the Issuer, Issuing Entity shall pay the fees and expenses of such counsel. If The Issuing Entity shall not be required to reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee is then acting or any co-trustee through the Indenture Trustee's or co-trustee's, as Administratorthe case may be, all own willful misconduct, negligence or bad faith. The Issuing Entity's payment obligations to the Indenture Trustee and the Owner Trustee pursuant to this Section 6.7 6.07 shall be paid by CarMaxsurvive the discharge of this Indenture and the termination or resignation of the Indenture Trustee. When the Indenture Trustee or the Owner Trustee incurs expenses after the occurrence of an Event of Default with respect to the Issuing Entity, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. (a) The Administrator, on behalf of Issuer shall pay or shall cause the Issuer, shall Administrator or Servicer pursuant to the Pooling and Servicing Agreement to pay to the Indenture Trustee from time to time reasonable compensation for its services. The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Administrator, on behalf of Issuer shall or shall cause the Issuer, shall Administrator or Servicer to reimburse the Indenture Trustee for all expenses, advances and disbursements reasonably reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services; provided, however, that the Administrator need not reimburse the Indenture Trustee for any expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faith. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts. The Administrator, on behalf of Issuer shall indemnify or shall cause the Issuer, shall Administrator or Servicer pursuant to the Pooling and Servicing Agreement to indemnify the Indenture Trustee for(in its capacity as Indenture Trustee pursuant to this Indenture, as Certificate Registrar pursuant to the Trust Agreement, and hold it Paying Agent pursuant to the Pooling and Servicing Agreement) and its officers, directors, employees, representatives employees and agents, harmless against, agents against any and all loss, liability, cost liability or expense (including reasonable attorneys’ fees and expenses and court costs, and any loss or expense incurred in connection with a successful defense, in whole or in part, of any claim that the Indenture Trustee breached its standard of careexpenses) incurred by it in connection with the administration of this trust and the performance of its duties hereunder, including those incurred in connection with any action, claim or suit brought to enforce hereunder and under the Indenture Trustee’s right to indemnification; provided, however, that the Administrator need not indemnify the Indenture Trustee for, or hold it harmless against, any such loss, liability, cost or expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faithother Transaction Documents. The Indenture Trustee shall notify the Issuer Issuer, the Servicer and the Administrator promptly of any claim of which a Responsible Officer has received notice for which it may seek indemnity. Any failure Failure by the Indenture Trustee to so notify the Issuer Issuer, the Servicer and the Administrator shall not, however, not relieve the Issuer, the Administrator or the Servicer of its obligations hereunder. The Administrator, on behalf of Issuer shall defend or shall cause the Issuer, shall Administrator or Servicer to defend any such claim. The , and the Indenture Trustee may have separate counsel in connection with the defense of any such claim, and the Administrator, on behalf of the Issuer, Issuer shall pay or shall cause the Administrator or Servicer to pay the reasonable fees and expenses of such counsel. If Neither the Issuer nor the Administrator or Servicer need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee is then acting as Administrator, all payment obligations conclusively determined by a court of law of competent jurisdiction to have been incurred by the Indenture Trustee through the Indenture Trustee’s own willful misconduct, negligence or bad faith. The parties hereto agree and acknowledge that, notwithstanding anything to the contrary, all payments required to be made pursuant to this Section 6.7 shall be paid by CarMax.this

Compensation and Indemnity. (aPursuant to Section 8.05(a) The Administratorhereof, on behalf of the Issuer, shall pay to the Indenture Trustee from time to time reasonable shall receive compensation on each Payment Date for its services, in its capacities as Indenture Trustee and Collateral Agent under the Basic Documents. The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The AdministratorPursuant to Section 8.05(a) hereof, on behalf of the Issuer, shall reimburse the Indenture Trustee shall also be entitled to receive reimbursement for all expenses, advances and disbursements reasonably reasonable out-of-pocket expenses incurred or made by itit in its capacities as Indenture Trustee and Collateral Agent, including costs of collection, in addition to the compensation for its services; provided, however, that the Administrator need not reimburse the Indenture Trustee for any expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faith. Such expenses shall include the reasonable compensation and expenses, expenses and disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts. The AdministratorIssuer shall, on behalf of or shall cause the IssuerAdministrator to, shall indemnify the Indenture Trustee for, and hold it and its officers, directors, employees, representatives and agents, harmless against, agents against any and all loss, liability, cost liability or expense (including reasonable attorneys’ fees and expenses and court costs, and any loss or expense incurred in connection with a successful defense, in whole or in part, of any claim that the Indenture Trustee breached its standard of carefees) incurred by it in connection with the administration of this trust and the performance of its duties hereunder, including those incurred in connection with any action, claim or suit brought to enforce the Indenture Trustee’s right to indemnification; provided, however, that the Administrator need not indemnify the Indenture Trustee for, or hold it harmless against, any such loss, liability, cost or expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faith. The Indenture Trustee shall notify the Issuer Issuer, the Administrator and the Administrator Insurer promptly of any claim for which it may seek indemnityindemnity but failure to do so shall not constitute a waiver of any rights hereunder. Any failure Failure by the Indenture Trustee to so notify the Issuer and the Administrator shall not, however, not relieve the Issuer or the Administrator of its obligations hereunder. The AdministratorIssuer shall, on behalf of or shall cause the IssuerAdministrator to, shall defend any such claim. The , and the Indenture Trustee may have separate counsel in connection with the defense of any such claim, and the AdministratorIssuer shall, on behalf of or shall cause the IssuerAdministrator to, shall pay the reasonable fees and expenses of such counsel. If Neither the Issuer nor the Administrator need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee is then acting as Administratorthrough the Indenture Trustee’s own willful misconduct, all payment negligence or bad faith. Indenture The Issuer’s obligations to the Indenture Trustee pursuant to this Section 6.7 shall survive the resignation or removal of the Indenture Trustee and Collateral Agent and the discharge of this Indenture. When the Indenture Trustee incurs reasonable expenses after the occurrence of an Event of Default specified in Sections 5.01(a)(iv) or (v) hereof with respect to the Issuer, such expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or State bankruptcy, insolvency or similar law. The Indenture Trustee shall have a lien prior to the Noteholders on the Pledged Assets for amounts due to it under this Section 6.07; provided, however, the Indenture Trustee agrees that no amounts owed or paid under the Policy shall be paid by CarMaxto the Indenture Trustee.

Compensation and Indemnity. (a) The Administrator, on behalf of Issuer or the Issuer, Company shall pay to the Indenture Trustee and Agents from time to time reasonable compensation for its servicestheir services as shall be agreed to in writing from time to time by the Issuer and the Trustee and Agents, as applicable. The Indenture Trustee’s and Agents’ compensation shall not be limited by any law on compensation of a trustee of an express trust. The Administrator, on behalf of the Issuer, Issuer shall reimburse the Indenture Trustee and Agents upon request for all expenses, advances and disbursements reasonably reasonable out-of-pocket expenses incurred or made by itthem, including costs of collection, in addition to the compensation for its their services; provided, however, that the Administrator need not reimburse the Indenture Trustee for any expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faith. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s and Agents’ agents, counsel, accountants and experts. The Administrator, on behalf of the Issuer, Issuer shall indemnify the Indenture Trustee forand Agents, and hold it and its their agents, representatives, officers, directors, employees, representatives employees and agents, harmless against, attorneys against any and all loss, liability, cost liability or expense (including reasonable attorneyscompensation and expenses, disbursements and advances of the Trustee’s and Agents’ fees and expenses and court costs, and any loss or expense incurred in connection with a successful defense, in whole or in part, of any claim that the Indenture Trustee breached its standard of carecounsel) incurred by it them in connection with the administration of this trust and the performance of its their duties hereunder, including those incurred or in connection with the exercise or performance of any action, claim of their rights or suit brought to enforce the Indenture Trustee’s right to indemnification; provided, however, that the Administrator need not indemnify the Indenture Trustee for, or hold it harmless against, any such loss, liability, cost or expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faithpowers hereunder. The Indenture Trustee Such indemnified party shall notify the Issuer and the Administrator promptly of any claim for which it may seek indemnity. Any failure Failure by the Indenture Trustee such indemnified party to so notify the Issuer and the Administrator shall not, however, not relieve the Administrator Issuer of its obligations hereunder. The Administrator, on behalf of the Issuer, Issuer shall defend any the claim and such claimindemnified party shall provide reasonable cooperation in such defense. The Indenture Trustee Such indemnified party may have separate counsel in connection with the defense of any such claim, and the Administrator, on behalf of the Issuer, Issuer shall pay the fees and expenses of such counsel reasonably acceptable to the Issuer, provided, however, that the Issuer shall not be required to pay such fees and expenses if the Issuer assumes such defense unless there is a conflict of interest between the Issuer and such indemnified party in connection with such defense as determined by such indemnified party in consultation with counsel. If The Issuer need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee is then acting as Administratoror Agents through the Trustee’s or Agents’ own wilful misconduct, all negligence or bad faith. In no event shall the Trustee or any Agent be responsible or liable for any special, indirect or consequential loss or damage of any kind (including, without limitation, loss of business, goodwill, opportunity or profit of any kind) of the Issuer or any Note Guarantor, even if advised of it in advance and even if foreseeable and regardless of the form of action. To secure the Issuer’s payment obligations in this Section, the Trustee and Agents shall have a lien prior to the Indenture Notes on all money or property held or collected by the Trustee or Agents other than money or property held in trust to pay principal of and interest on particular Notes. The Issuer’s payment obligations pursuant to this Section 6.7 shall be paid by CarMaxsurvive the resignation or removal of the Trustee and Agents and the discharge of this Indenture. When the Trustee and Agents incur expenses after the occurrence of a Default specified in Section 6.01(7) or (8) with respect to the Issuer, the expenses are intended to constitute expenses of administration under the Bankruptcy Law.

Compensation and Indemnity. (a) The Administrator, on behalf Pursuant to Section 4.1 of the IssuerSeries 2000-1 Supplement, the Administrative Agent shall pay to the Indenture Trustee from time to time reasonable compensation for its servicesservices rendered by it hereunder and reimburse the Indenture Trustee for all reasonable out-of-pocket expenses, advances and disbursements incurred or made by it, including costs of collection. The Indenture Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Administrator, on behalf expenses of the Issuer, shall reimburse the Indenture Trustee for all expenses, advances and disbursements reasonably incurred or made by it, including costs of collection, in addition to the compensation for its services; provided, however, that the Administrator need not reimburse the Indenture Trustee for any expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faith. Such expenses be reimbursed shall include the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s 's agents, counsel, accountants and experts. The AdministratorLease Trust shall, on behalf of or shall cause the IssuerAdministrative Agent to, shall indemnify the Indenture Trustee individually or in its capacity as Indenture Trustee for, and to hold it and its officers, directors, employees, representatives and agents, harmless against, any and all loss, liability, cost liability or expense (including reasonable attorneys’ fees and expenses and court costs, and any loss or expense incurred in connection with a successful defense, in whole or in part, of any claim that the Indenture Trustee breached its standard of care' fees) incurred by it in connection with the acceptance or the administration of this trust and the performance of its duties hereunder, hereunder including those incurred the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any action, claim of its powers or suit brought to enforce the Indenture Trustee’s right to indemnification; provided, however, that the Administrator need not indemnify the Indenture Trustee for, or hold it harmless against, any such loss, liability, cost or expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faithduties hereunder. The Indenture Trustee shall notify the Issuer Lease Trustee and the Administrator Administrative Agent promptly of any claim for which it may seek indemnity. Any failure Failure by the Indenture Trustee to so notify the Issuer Lease Trustee and the Administrator Administrative Agent shall not, however, not relieve the Administrator Lease Trust or the Administrative Agent of its obligations hereunder. The Administrator, on behalf of Lease Trust shall or shall cause the Issuer, shall Administrative Agent to defend any such claim. The the claim if so requested by the Indenture Trustee and the Indenture Trustee may have separate counsel in connection with the defense of any such claim, and the Administrator, on behalf of Lease Trust shall or shall cause the Issuer, shall Administrative Agent to pay the fees and expenses of such counsel. If Neither the Lease Trust nor the Administrative Agent need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee is then acting as Administratorthrough the Indenture Trustee's own wilful misconduct, all negligence or bad faith. The Lease Trust's payment obligations to the Indenture Trustee pursuant to this Section 6.7 6.6 shall be paid by CarMaxsurvive the discharge of this Indenture. When the Indenture Trustee incurs expenses after the occurrence of a Potential Event of Default set forth in Section 5.2(v) or (vi) with respect to the Lease Trust, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or State bankruptcy, insolvency or similar law.

Compensation and Indemnity. (a) The Administrator, on behalf of Issuer shall pay or shall cause the Issuer, shall Administrator or Servicer pursuant to the Pooling and Servicing Agreement to pay to the Indenture Trustee from time to time reasonable compensation for its services. The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Administrator, on behalf of Issuer shall or shall cause the Issuer, shall Administrator or Servicer to reimburse the Indenture Trustee for all expenses, advances and disbursements reasonably reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services; provided, however, that the Administrator need not reimburse the Indenture Trustee for any expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faith. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts. The Administrator, on behalf of Issuer shall indemnify or shall cause the Issuer, shall Administrator or Servicer pursuant to the Pooling and Servicing Agreement to indemnify the Indenture Trustee for(in their capacity as Indenture Trustee pursuant to this Indenture, as Certificate Registrar pursuant to the Trust Agreement, and hold it Paying Agent pursuant to the Pooling and Servicing Agreement) and its officers, directors, employees, representatives employees and agents, harmless against, agents against any and all loss, liability, cost liability or expense (including reasonable attorneys’ fees and expenses and court costs, and any loss or expense incurred in connection with a successful defense, in whole or in part, of any claim that the Indenture Trustee breached its standard of careexpenses) incurred by it in connection with the administration of this trust and the performance of its duties hereunder, including those incurred in connection with any action, claim or suit brought to enforce hereunder and under the Indenture Trustee’s right to indemnification; provided, however, that the Administrator need not indemnify the Indenture Trustee for, or hold it harmless against, any such loss, liability, cost or expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faithother Transaction Documents. The Indenture Trustee shall notify the Issuer Issuer, the Servicer and the Administrator promptly of any claim of which a Responsible Officer has received notice for which it may seek indemnity. Any failure Failure by the Indenture Trustee to so notify the Issuer Issuer, the Servicer and the Administrator shall not, however, not relieve the Issuer, the Administrator or the Servicer of its obligations hereunder. The Administrator, on behalf of Issuer shall defend or shall cause the Issuer, shall Administrator or Servicer to defend any such claim. The , and the Indenture Trustee may have separate counsel in connection with the defense of any such claim, and the Administrator, on behalf of the Issuer, Issuer shall pay or shall cause the Administrator or Servicer to pay the reasonable fees and expenses of such counsel. If Neither the Issuer nor the Administrator or Servicer need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee is then acting as Administratorconclusively determined by a court of law of competent jurisdiction to have been incurred by the Indenture Trustee through the Indenture Trustee’s own willful misconduct, negligence or bad faith. The parties hereto agree and acknowledge that, notwithstanding anything to the contrary, all payments required to be made pursuant to this Section 6.07 shall not be made from the Trust Assets; provided, however, if an Event of Default has occurred and is continuing, payments required to be made pursuant to this Section 6.07, to the extent unpaid, shall be paid in accordance with Section 5.06; provided, further, that any payments required to be made pursuant to this Section 6.07, if unpaid, shall not constitute a general recourse claim against the Issuer. Anything in this Indenture or any other Transaction Documents to the contrary notwithstanding, in no event shall the Indenture Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Indenture Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. The Issuer’s, Servicer’s and Administrator’s payment obligations to the Indenture Trustee pursuant to this Section 6.7 shall be paid by CarMaxsurvive the resignation and removal of the Indenture Trustee and the discharge of this Indenture. When the Indenture Trustee incurs expenses after the occurrence of an Event of Default specified in Section 5.01(e) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. (a) The Administrator, on behalf of the Issuer, Holdings shall pay to the Indenture Senior Discount Notes Trustee from time to time reasonable such compensation for its servicesas Holdings and the Senior Discount Notes Trustee shall from time to time agree in writing. The Indenture Senior Discount Notes Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Administrator, on behalf of the Issuer, Holdings shall reimburse the Indenture Senior Discount Notes Trustee upon request for all expenses, advances and disbursements reasonably reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services; provided, however, that the Administrator need not reimburse the Indenture Trustee for any expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faith. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Indenture Senior Discount Notes Trustee’s 's agents, counsel, accountants and experts. The Administrator, on behalf of the Issuer, Holdings shall indemnify the Indenture Trustee forSenior Discount Notes Trustee, and hold it and its officersharmless, directors, employees, representatives and agents, harmless against, against any and all loss, liability, cost liability or expense (including reasonable attorneys’ fees and expenses and court costs, and any loss ' fees) incurred by or expense incurred in connection with a successful defense, in whole the offer and sale of the Senior Discount Notes or in part, of any claim that the Indenture Trustee breached its standard of care) incurred by it in connection with the administration of this trust and the performance of its duties hereunder, including those incurred in connection with any action, claim or suit brought to enforce the Indenture Trustee’s right to indemnification; provided, however, that the Administrator need not indemnify the Indenture Trustee for, or hold it harmless against, any such loss, liability, cost or expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faith. The Indenture Senior Discount Notes Trustee shall notify the Issuer and the Administrator promptly Holdings of any claim for which it may seek indemnity. Any failure by the Indenture Trustee to so notify the Issuer and the Administrator shall notindemnity promptly upon obtaining actual knowledge thereof; provided, however, that any failure so to notify Holdings shall not relieve the Administrator Holdings of its indemnity obligations hereunder. The Administrator, on behalf of the Issuer, Holdings shall defend any such claimthe claim and the indemnified party shall provide reasonable cooperation at Holdings' expense in the defense. The Indenture Trustee Such indemnified parties may have separate counsel in connection with the defense of any such claim, and the Administrator, on behalf of the Issuer, Holdings shall pay the fees and expenses of such counsel; provided, however, that Holdings shall not be required to pay such fees and expenses if it assumes such indemnified parties' defense and, in such indemnified parties' reasonable judgment, there is no conflict of interest between Holdings and such parties in connection with such defense. If the Indenture Trustee is then acting as AdministratorHoldings need not reimburse any expense or indemnify against any loss, all liability or expense incurred by an indemnified party through such party's own wilful misconduct and negligence. To secure Holdings' payment obligations in this Section, the Senior Discount Notes Trustee shall have a lien prior to the Indenture Senior Discount Notes on all money or property held or collected by the Senior Discount Notes Trustee other than money or property held in trust to pay Accreted Value, principal of and interest and any liquidated damages on particular Senior Discount Notes. Holdings' payment obligations pursuant to this Section 6.7 shall be paid by CarMaxsurvive the satisfaction or discharge of this Indenture, any rejection or termination of this Indenture under any bankruptcy law or the resignation or removal of the Senior Discount Notes Trustee. When the Senior Discount Notes Trustee incurs expenses after the occurrence of a Default specified in Section 6.01(7) or (8) with respect to Holdings, the expenses are intended to constitute expenses of administration under the Bankruptcy Law.

Compensation and Indemnity. (a) The Administrator, on behalf of the Issuer, shall pay to the Indenture Trustee from time to time reasonable shall be entitled, as compensation for its services, the Indenture Trustee Fee. The In addition, the Indenture Trustee’s compensation Trustee and any co-trustee shall not be limited reimbursed by any law on compensation of a trustee of an express trust. The Administrator, on behalf of the Issuer, shall reimburse as provided in Section 5.01 of the Indenture Trustee Sale and Servicing Agreement, for all expenses, advances and disbursements reasonably reasonable ordinary out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services; provided, however, that services (as provided in the Administrator need not reimburse the Indenture Trustee for any expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faithSale and Servicing Agreement). Such Reimbursable expenses under this Section 6.07 shall include the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s 's agents, counsel, accountants and experts. The Administrator, on behalf of the Issuer, Issuer shall indemnify the Indenture Trustee forTrustee, any co-trustee and hold it and its officers, directors, their respective employees, representatives directors and agents, harmless againstas provided in Section 5.01 of the Sale and Servicing Agreement, against any and all claim, loss, liability, cost liability or expense (including reasonable attorneys’ fees and expenses and court costs, and any loss or expense incurred in connection with a successful defense, in whole or in part, of any claim that the Indenture Trustee breached its standard of care' fees) incurred by it in connection with the administration of this trust and the performance of its duties hereunderhereunder or under any Transaction Document, including those incurred in connection including, without limitation, the execution and filing of any information returns and being the mortgagee of record with any action, claim or suit brought respect to enforce the Indenture Trustee’s right to indemnification; provided, however, that the Administrator need not indemnify the Indenture Trustee for, or hold it harmless against, any such loss, liability, cost or expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faithMortgage Loans. The Indenture Trustee or co-trustee, as applicable, shall notify the Issuer and the Administrator promptly of any claim for which it may seek indemnity. Any failure Failure by the Indenture Trustee or the co-trustee, as applicable, to so notify the Issuer and the Administrator shall not, however, not relieve the Issuer or the Administrator of its their respective obligations hereunder. The Administrator, on behalf of the Issuer, Issuer shall defend any such claim. The Indenture Trustee may have separate counsel in connection with the defense of any such claim, and the Administrator, on behalf of Indenture Trustee and any co-trustee may have separate counsel and the Issuer, Issuer shall pay the fees and expenses of such counsel. If The Issuer shall not be required to reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee is then acting or any co-trustee through the Indenture Trustee's or co-trustee's, as Administratorthe case may be, all payment own willful misconduct, negligence or bad faith. The Issuer's obligations to the Indenture Trustee and any co-trustee pursuant to this Section 6.7 6.07 shall be paid by CarMaxsurvive the discharge of this Indenture. When the Indenture Trustee or any co-trustee incurs expenses after the occurrence of a Default specified in Section 5.09 of the Sale and Servicing Agreement with respect to the Issuer, the expenses are intended to constitute expenses of administration under the Bankruptcy Code or any other applicable federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. (a) The Administrator, on behalf of the Issuer, Bucyrus shall pay to the Indenture Trustee from time to time such reasonable compensation for its servicesservices as Bucyrus and the Trustee shall from time to time agree in writing. The Indenture Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Administrator, on behalf of the Issuer, Bucyrus shall reimburse the Indenture Trustee upon request for all expenses, advances and disbursements reasonably reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the such compensation for its services; provided, howeverexcept any such expense, that the Administrator need not reimburse the Indenture Trustee for any expense incurred through the Indenture Trustee’s willful misconduct, disbursement or advance as may arise from its negligence, willful misconduct or bad faith. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s 's agents, counsel, accountants and experts. The Administrator, on behalf Trustee shall provide Bucyrus reasonable notice of any expenditure not in the ordinary course of business. Bucyrus shall indemnify each of the Issuer, shall indemnify the Indenture Trustee for, and hold it and its officers, directors, employees, representatives and agents, harmless against, any predecessor Trustees against any and all loss, liabilitydamage, cost claim, liability or expense (including reasonable attorneys’ ' fees and expenses and court costs, and any loss or expense incurred in connection with a successful defense, in whole or in part, of any claim that expenses) (other than taxes applicable to the Indenture Trustee breached its standard of careTrustee's compensation hereunder) incurred by it in connection with the acceptance or administration of this trust and the performance of its duties hereunder, including those incurred in connection with any action, claim or suit brought to enforce the Indenture Trustee’s right to indemnification; provided, however, that the Administrator need not indemnify the Indenture Trustee for, or hold it harmless against, any such loss, liability, cost or expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faith. The Indenture Trustee shall notify the Issuer and the Administrator Bucyrus promptly of any claim for which it may seek indemnity. Any failure Failure by the Indenture Trustee to so notify the Issuer and the Administrator Bucyrus shall not, however, not relieve the Administrator Bucyrus of its obligations hereunder. The Administrator, on behalf of the Issuer, Bucyrus shall defend any the claim and the Trustee shall cooperate in the defense of such claim. The Indenture Trustee may have separate counsel at its own expense. If, however, representation in connection with any defense by Bucyrus and its counsel would in the defense opinion of any such claimcounsel to the Trustee create a conflict of interest, and the Administrator, on behalf of the Issuer, Bucyrus shall pay the fees and expenses expense of such counselseparate counsel to the Trustee. If Bucyrus need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee is then acting as Administratorthrough the Trustee's own willful misconduct, all negligence or bad faith. Bucyrus need not pay for any settlement made without its written consent. To secure Bucyrus' payment obligations in this Section, the Trustee shall have a lien prior to the Indenture Securities on all money or property held or collected by the Trustee other than money or property held in trust to pay principal of and interest on particular Securities. Bucyrus' payment obligations pursuant to this Section 6.7 shall be paid by CarMaxsurvive the discharge of this Indenture and the resignation or removal of the Trustee. When the Trustee incurs expenses after the occurrence of an Event of Default specified in Section 6.1(vi) or (vii) with respect to Bucyrus, the expenses are intended to constitute expenses of administration under the Bankruptcy Law.