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. (b) The payment obligations to the Indenture Trustee pursuant to this Section 6.7 shall survive the resignation or removal of the Indenture Trustee and the discharge of this Indenture. (c) When the Indenture Trustee incurs fees or expenses after the occurrence of a Default specified in Section 5.1(a)(v) or Section 5.1(a)(vi) with respect to the Issuer, such fees and 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 CarMax. (b) The payment obligations to the Indenture Trustee pursuant to this Section 6.7 shall survive the resignation or removal of the Indenture Trustee and the discharge of this Indenture. (c) . When the Indenture Trustee incurs fees or expenses after the occurrence of a Default specified in Section 5.1(a)(v5.01(a)(iv) or Section 5.1(a)(vi(v) with respect to the IssuerIssuing Entity, such fees and the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or State state bankruptcy, insolvency or similar law.

Compensation and Indemnity. (a) The AdministratorIssuer will, on behalf of or will cause the IssuerAdministrator to, shall pay to the Indenture Trustee from time to time reasonable as compensation for its servicesthe Indenture Trustee’s services under this Indenture such fees as have been separately agreed upon on the date of this Indenture between the Issuer and the Indenture Trustee. The Indenture Trustee’s compensation shall will not be limited by any law on compensation of a trustee of an express trust. The Administrator, on behalf of the Issuer, shall Issuer will reimburse the Indenture Trustee 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 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 and the reasonable compensation compensation, expenses and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts. The Administrator, on behalf of the Issuer, shall indemnify but excluding any expenses incurred by the Indenture Trustee forthrough the Indenture Trustee’s willful misconduct, bad faith or negligence (except for errors in judgment). (b) The Issuer will, or will cause the Administrator to, indemnify, defend and hold it harmless the Indenture Trustee, and its officers, directors, employees, representatives employees and agents, harmless against, from and against any and all losscosts, liabilityexpenses, cost or expense losses, damages, claims and liabilities (including the reasonable attorneys’ fees and compensation, expenses and court costs, and any loss or expense incurred in connection with a successful defense, in whole or in part, disbursements of any claim that the Indenture Trustee breached its standard of careTrustee’s agents, counsel, accountants and experts) incurred by it in connection with the administration of this trust and the performance of its duties hereunderunder this Indenture, including those the costs and expenses of defending itself against any loss, damage, claim or liability incurred by it in connection with the exercise or performance of any actionof its powers or duties under this Indenture, but excluding any cost, expense, loss, damage, claim or suit brought to enforce the Indenture Trustee’s right to indemnification; provided, however, that the Administrator need not indemnify liability (i) incurred by the Indenture Trustee for, or hold it harmless against, any such loss, liability, cost or expense incurred through the Indenture Trustee’s willful misconduct, negligencebad faith or negligence (except for errors in judgment) or (ii) arising out of the Indenture Trustee’s breach of any of its representations or warranties set forth in this Indenture. (c) Promptly upon receipt by the Indenture Trustee, or bad faith. The Indenture Trustee shall any of its officers, directors, employees and agents (each, an “Indemnified Person”), of notice of the commencement of any Proceeding against any such Indemnified Person, such Indemnified Person will, if a claim in respect of such Proceeding is to be made under Section 6.7(b), notify the Issuer and the Administrator promptly of any claim for which it may seek indemnitythe commencement of such Proceeding. Any failure Failure by the Indenture Trustee to so notify the Issuer and the Administrator shall not, however, will not relieve the Issuer or the Administrator of its obligations hereunderunder this Section 6.7; provided, that neither the Issuer nor the Administrator has been materially prejudiced by such failure to so notify and notice is given within 180 days of a Responsible Person of the Indenture Trustee learning of such Proceeding. The Issuer, or, if Issuer so causes, the Administrator, on behalf may participate in and assume the defense and settlement of any such Proceeding at its expense, and no settlement of such Proceeding may be made without the approval of the IssuerIssuer or the Administrator, shall defend any as applicable, and such claimIndemnified Person, which approvals will not be unreasonably withheld, delayed or conditioned. The Indenture Trustee may have separate counsel in connection with After notice from the Issuer or the Administrator, as applicable, to the Indemnified Person of the intention of the Issuer or the Administrator, as applicable, to assume the defense of any such claimProceeding with counsel reasonably satisfactory to the Indemnified Person, and so long as the Issuer or the Administrator, on behalf as applicable, so assumes the defense of such Proceeding in a manner reasonably satisfactory to the Indemnified Person, neither the Issuer nor the Administrator will be liable for any legal expenses of counsel to the Indemnified Person unless there is a conflict between the interests of the Issuer, shall pay Issuer or the fees and expenses of such counsel. If the Indenture Trustee is then acting as Administrator, all payment as applicable, on one hand, and an Indemnified Person, on the other hand, in which case the Issuer or the Administrator, will pay for the separate counsel to the Indemnified Person. (d) The obligations of the Issuer and the Administrator to the Indenture Trustee pursuant to this Section 6.7 shall be paid by CarMax. (b) The payment obligations to the Indenture Trustee pursuant to this Section 6.7 shall will survive the resignation or removal of the Indenture Trustee and the discharge of this Indenture. (c) When . Expenses incurred by the Indenture Trustee incurs fees or expenses after the occurrence of a Default specified in Section 5.1(a)(v5.1(a)(iv) or Section 5.1(a)(vi) with respect to the Issuer, such fees and 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 Company agrees to pay the Issuer, shall pay to the Indenture Trustee Warrant Agent 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 services as agreed and to reimburse the Indenture Trustee Warrant Agent 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 expenses of the Indenture TrusteeWarrant Agent’s agents, counsel, accountants agents and expertscounsel as agreed. The Administrator, on behalf of the Issuer, Company shall indemnify the Indenture Trustee forWarrant Agent, and hold it and its officers, directors, employees, representatives agents and agents, harmless against, counsel against any and all loss, liability, cost liability or expense (including reasonable agents’ and 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 without gross negligence, willful misconduct or bad faith on its part arising out of or in connection with the administration of this trust and the acceptance or 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 faithunder this Agreement. The Indenture Trustee Warrant Agent shall notify the Issuer and the Administrator Company promptly of any claim for which it may seek indemnity. Any failure The Company need not reimburse any expense or indemnify against any loss or liability incurred by the Indenture Trustee to so notify the Issuer and the Administrator shall notWarrant Agent through willful misconduct, however, relieve the Administrator of its obligations hereundergross negligence or bad faith. 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 Company’s payment obligations to the Indenture Trustee pursuant to this Section 6.7 shall be paid by CarMaxsurvive the termination of this Agreement. (b) The Warrant Agent shall be responsible for and shall indemnify and hold the Company harmless from and against any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability arising out of or attributable to the Warrant Agent’s refusal or failure to comply with the terms of this Agreement, or which arise out of Warrant Agent’s gross negligence, bad faith or willful misconduct or which arise out of the breach of any representation or warranty of the Warrant Agent hereunder, for which the Warrant Agent is not entitled to indemnification under this Agreement; provided, however, the Warrant Agent’s aggregate liability hereunder during any term of this Agreement with respect to, arising from, or arising in connection with this Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, the amounts paid hereunder by the Company to the Warrant Agent as fees and charges, but not including reimbursable expenses. To secure the Company’s payment obligations under this Agreement, the Warrant Agent shall have a lien prior to the Indenture Trustee pursuant to this Section 6.7 shall survive Holders on all money or property held or collected by the resignation or removal of the Indenture Trustee and the discharge of this IndentureWarrant Agent. (c) When the Indenture Trustee incurs fees or expenses after the occurrence of a Default specified in Section 5.1(a)(v) or Section 5.1(a)(vi) with respect to the Issuer, such fees and 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. (b) The payment obligations to the Indenture Trustee pursuant to this Section 6.7 shall survive the resignation or removal of the Indenture Trustee and the discharge of this Indenture. (c) When the Indenture Trustee incurs fees or expenses after the occurrence of a Default specified in Section 5.1(a)(v) or Section 5.1(a)(vi) with respect to the Issuer, such fees and 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. (b) The payment obligations to the Indenture Trustee pursuant to this Section 6.7 shall survive the resignation or removal of the Indenture Trustee and the discharge of this Indenture. (c) When the Indenture Trustee incurs fees or expenses after the occurrence of a Default specified in Section 5.1(a)(v) or Section 5.1(a)(vi) with respect to the Issuer, such fees and 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 will, on behalf of or will cause the IssuerAdministrator to, shall pay to the Indenture Trustee from time to time reasonable as compensation for its servicesthe Indenture Trustee’s services under this Indenture the fees as have been separately agreed upon on the date of this Indenture between the Issuer and the Indenture Trustee. The Indenture Trustee’s compensation shall will not be limited by any law on compensation of a trustee of an express trust. The Administrator, on behalf of the Issuer, shall Issuer will reimburse the Indenture Trustee 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 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 and the reasonable compensation compensation, expenses and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts. The Administrator, on behalf of the Issuer, shall indemnify but excluding any expenses incurred by 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, negligencebad faith or negligence (except for errors in judgment). (b) The Issuer will, or bad faith. The will cause the Administrator to, indemnify, defend and hold harmless the Indenture Trustee, and its officers, directors, employees and agents, from and against any and all costs, expenses, losses, damages, claims and liabilities (including the reasonable compensation, expenses and disbursements of the Indenture Trustee’s agents, counsel, accountants and experts) incurred by it for the administration of and the performance of its duties under this Indenture, including the costs and expenses of defending itself against any loss, damage, claim or liability incurred by it for the exercise or performance of any of its powers or duties under this Indenture, but excluding any cost, expense, loss, damage, claim or liability (i) incurred by the Indenture Trustee shall through the Indenture Trustee’s willful misconduct, bad faith or negligence (except for errors in judgment) or (ii) arising out of the Indenture Trustee’s breach of any of its representations or warranties in this Indenture. (c) Promptly upon receipt by the Indenture Trustee, or any of its officers, directors, employees and agents (each, an “Indemnified Person”), of notice of the commencement of any Proceeding against any Indemnified Person, the Indemnified Person will, if a claim is to be made under Section 6.7(b), notify the Issuer and the Administrator promptly of any claim for which it may seek indemnitythe commencement of the Proceeding. Any failure Failure by the Indenture Trustee to so notify the Issuer and the Administrator shall not, however, will not relieve the Issuer or the Administrator of its obligations hereunderunder this Section 6.7; provided, that neither the Issuer nor the Administrator has been materially prejudiced by the failure to so notify and notice is given within 180 days of a Responsible Person of the Indenture Trustee learning of the Proceeding. The Issuer, or, if Issuer so causes, the Administrator, on behalf may participate in and assume the defense and settlement of any Proceeding at its expense, and no settlement of the IssuerProceeding may be made without the approval of the Issuer or the Administrator, shall defend any such claimas applicable, and the Indemnified Person, which approvals will not be unreasonably withheld, delayed or conditioned. The Indenture Trustee may have separate counsel in connection with After notice from the Issuer or the Administrator, as applicable, to the Indemnified Person of the intention of the Issuer or the Administrator, as applicable, to assume the defense of any such claimthe Proceeding with counsel reasonably satisfactory to the Indemnified Person, and so long as the Issuer or the Administrator, on behalf as applicable, so assumes the defense of the IssuerProceeding in a manner reasonably satisfactory to the Indemnified Person, shall pay neither the fees and Issuer nor the Administrator will be liable for any legal expenses of such counsel. If counsel to the Indenture Trustee Indemnified Person unless there is then acting as a conflict between the interests of the Issuer or the Administrator, all payment as applicable, on one hand, and an Indemnified Person, on the other hand, in which case the Issuer or the Administrator, will pay for the separate counsel to the Indemnified Person. (d) The obligations of the Issuer and the Administrator to the Indenture Trustee pursuant to under this Section 6.7 shall be paid by CarMax. (b) The payment obligations to the Indenture Trustee pursuant to this Section 6.7 shall will survive the resignation or removal of the Indenture Trustee and the discharge of this Indenture. (c) When . Expenses incurred by the Indenture Trustee incurs fees or expenses after the occurrence of a Default specified in under Section 5.1(a)(v5.1(a)(iv) or Section 5.1(a)(vi) with respect to the Issuer, such fees and 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, 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 shall be paid by CarMax. (b) The payment obligations to the Indenture Trustee pursuant to this Section 6.7 6.07 shall survive the resignation or removal of the Indenture Trustee and the discharge of this Indenture. (c) Indenture and the termination or resignation of the Indenture Trustee. When the Indenture Trustee incurs fees or expenses after the occurrence of a an Event of Default specified in Section 5.1(a)(v) or Section 5.1(a)(vi) with respect to the Issuer, such fees and the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or State state bankruptcy, insolvency or similar law.

Compensation and Indemnity. (a) The AdministratorIssuer will, on behalf of or will cause the IssuerIndenture Administrator to, shall pay to the Indenture Trustee from time to time reasonable as compensation for its servicesthe Indenture Trustee’s services under this Indenture all fees separately agreed to on the date of this Indenture between the Issuer and the Indenture Trustee. The Indenture Trustee’s compensation shall will not be limited by any law on compensation of a trustee of an express trust. The Administrator, on behalf of the Issuer, shall Issuer will reimburse the Indenture Trustee 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 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 and the reasonable compensation compensation, expenses and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts. The Administrator, on behalf of the Issuer, shall indemnify but excluding any expenses incurred by the Indenture Trustee forthrough the Indenture Trustee’s willful misconduct, bad faith or negligence (except for errors in judgment). (b) The Issuer will, or will cause the Indenture Administrator to, indemnify, defend and hold it harmless the Indenture Trustee, and its officers, directors, employees, representatives employees and agents, harmless against, from and against any and all losscosts, liabilityexpenses, cost or expense losses, damages, claims and liabilities (including the reasonable attorneys’ fees and compensation, expenses and court costs, and any loss or expense incurred in connection with a successful defense, in whole or in part, disbursements of any claim that the Indenture Trustee breached its standard of careTrustee’s agents, counsel, accountants and experts) incurred by it in connection with the administration of this trust and the performance of its duties hereunderunder this Indenture, including those the costs and expenses of defending itself against any loss, damage, claim or liability incurred by it in connection with the exercise or performance of any actionof its powers or duties under this Indenture, but excluding any cost, expense, loss, damage, claim or suit brought to enforce the Indenture Trustee’s right to indemnification; provided, however, that the Administrator need not indemnify liability (i) incurred by the Indenture Trustee for, or hold it harmless against, any such loss, liability, cost or expense incurred through the Indenture Trustee’s willful misconduct, negligencebad faith or negligence (except for errors in judgment) or (ii) arising out of the Indenture Trustee’s breach of any of its representations or warranties set forth in this Indenture. (c) Promptly on receipt by the Indenture Trustee, or bad faith. The Indenture Trustee shall any of its officers, directors, employees and agents (each, an “Indemnified Person”), of notice of the commencement of any Proceeding against any such Indemnified Person, that Indemnified Person will, if a claim in respect of the Proceeding is to be made under Section 6.7(b), notify the Issuer and the Indenture Administrator promptly of any claim for which it may seek indemnitythe commencement of the Proceeding. Any failure Failure by the Indenture Trustee to so notify the Issuer and the Indenture Administrator shall not, however, will not relieve the Issuer or the Indenture Administrator of its obligations hereunderunder this Section 6.7; provided, that neither the Issuer nor the Indenture Administrator has been materially prejudiced by the failure to so notify and notice is given within 180 days of a Responsible Person of the Indenture Trustee learning of the Proceeding. The Issuer, or, if Issuer so causes, the Indenture Administrator, on behalf may participate in and assume the defense and settlement of any such Proceeding at its expense, and no settlement of the IssuerProceeding may be made without the approval of the Issuer or the Indenture Administrator, shall defend any such claimas applicable, and the Indemnified Person, which approvals will not be unreasonably withheld, delayed or conditioned. The After notice from the Issuer or the Indenture Trustee may have separate counsel in connection with Administrator, as applicable, to the Indemnified Person of the intention of the Issuer or the Indenture Administrator, as applicable, to assume the defense of any such claimthe Proceeding with counsel reasonably satisfactory to the Indemnified Person, and so long as the Issuer or the Indenture Administrator, on behalf as applicable, so assumes the defense of the IssuerProceeding in a manner reasonably satisfactory to the Indemnified Person, shall pay neither the fees and Issuer nor the Indenture Administrator will be liable for any legal expenses of such counsel. If counsel to the Indemnified Person unless there is a conflict between the interests of the Issuer or the Indenture Trustee is then acting as Administrator, all payment as applicable, on one hand, and an Indemnified Person, on the other hand, in which case the Issuer or the Indenture Administrator, will pay for the separate counsel to the Indemnified Person. (d) The obligations of the Issuer and the Indenture Administrator to the Indenture Trustee pursuant to under this Section 6.7 shall be paid by CarMax. (b) The payment obligations to the Indenture Trustee pursuant to this Section 6.7 shall will survive the resignation or removal of the Indenture Trustee and the discharge of this Indenture. (c) When . Expenses incurred by the Indenture Trustee incurs fees or expenses after the occurrence of a Default specified in Section 5.1(a)(v5.1(a)(iv) or Section 5.1(a)(vi) with respect to the Issuer, such fees and 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, 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. (b) The payment obligations to the Indenture Trustee pursuant to this Section 6.7 shall survive the resignation or removal of the Indenture Trustee and the discharge of this Indenture. (c) . When the Indenture Trustee incurs fees or expenses after the occurrence of a Default specified in Section 5.1(a)(v5.01(v) or Section 5.1(a)(vi(vi) with respect to the Issuer, such fees and 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 CarMax. (b) The payment obligations to the Indenture Trustee pursuant to this Section 6.7 shall survive the resignation or removal of the Indenture Trustee and the discharge of this Indenture. (c) . When the Indenture Trustee incurs fees or expenses after the occurrence of a Default specified in Section 5.1(a)(v5.1(a)(iv) or Section 5.1(a)(vi5.1(a)(v) with respect to the Issuer, such fees and the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or State state bankruptcy, insolvency or similar lawLaw.

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 Administrator, all payment obligations to the Indenture Trustee pursuant to this Section 6.7 shall be paid by CarMax. (b) The payment obligations to the Indenture Trustee pursuant to this Section 6.7 shall survive the resignation or removal of the Indenture Trustee and the discharge of this Indenture. (c) When the Indenture Trustee Paying Agent incurs fees expenses or expenses renders services after the occurrence of a an Event of Default specified in Section 5.1(a)(vclause (h) or (i) of Section 5.1(a)(vi) with respect to 6.01, the Issuer, such fees expenses and expenses are the compensation for the services will be intended to constitute expenses of administration under Title 11 of the United States Bankruptcy Code or any other applicable federal or State bankruptcy, insolvency state law for the relief of debtors. The provisions of this Section 7.07 shall survive the termination of this Indenture and the resignation or similar lawremoval 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 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 CarMax. (b) The payment obligations to the Indenture Trustee pursuant to this Section 6.7 shall survive the resignation or removal of the Indenture Trustee and the discharge of this Indenture. (c) . When the Indenture Trustee incurs fees or expenses after the occurrence of a Default specified in Section 5.1(a)(v) or Section 5.1(a)(vi5.01(e) with respect to the Issuer, such fees and the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or State 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. (b) The payment obligations to the Indenture Trustee pursuant to this Section 6.7 shall survive the resignation or removal of the Indenture Trustee and the discharge of this Indenture. (c) . When the Indenture Trustee incurs fees or expenses after the occurrence of a Default specified in Section 5.1(a)(v5.1(v) or Section 5.1(a)(vi(vi) with respect to the Issuer, such fees and expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or State 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. (b) The payment obligations to the Indenture Trustee pursuant to this Section 6.7 shall survive the resignation or removal of the Indenture Trustee and the discharge of this Indenture. (c) When the Indenture Trustee incurs fees or expenses after the occurrence of a Default specified in Section 5.1(a)(v5.1(v) or Section 5.1(a)(vi(vi) with respect to the Issuer, such fees and expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or State 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, a fee to be paid by the Master Servicer as provided in a separate agreement between such parties. The Indenture Trustee’s '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 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 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 the Sale 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 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 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, as Administratorapplicable, all payment through the Indenture Trustee's or co-trustee's, as the case may be, 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 CarMax. (b) The payment obligations to the Indenture Trustee pursuant to this Section 6.7 shall survive the resignation or removal of the Indenture Trustee and the termination of discharge of this Indenture. (c) . When the Indenture Trustee or any co-trustee incurs fees or expenses after the occurrence of a Default specified in Section 5.1(a)(v5.01(iv) or Section 5.1(a)(vi(vi) with respect to the Issuer, such fees and the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or State 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 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 payment obligations to negligence or bad faith. The rights of the Indenture Trustee pursuant to set forth in this Section 6.7 shall be paid 6.07 are subject to and limited by CarMax. (b) 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 survive the termination or satisfaction and discharge of this Indenture and the Series Supplements or the earlier resignation or removal of the Indenture Trustee and the discharge of this Indenture. (c) Trustee. When the Indenture Trustee incurs fees or expenses after the occurrence of a Default specified in Section 5.1(a)(v5.01(e) or Section 5.1(a)(vi5.01(f) with respect to the Issuer, such fees and the expenses are intended to constitute expenses of administration under Title 11 of the United States Bankruptcy Code or any other applicable U.S. federal or State 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 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 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 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 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 action, claim indemnification or suit brought to enforce other obligation of the Indenture Trustee’s right to indemnification; provided, however, that the Administrator need not indemnify the Indenture Trustee for, Issuer or hold it harmless against, any such loss, liability, cost or expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faithAdministrator. 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 of its obligations hereunder. The Administrator, on behalf of the Issuer, Administrator 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, Administrator shall pay the fees and expenses of such counsel. If The Administrator shall not reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee is then acting as through the Indenture Trustee’s own willful misconduct, negligence or bad faith. 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 shall notify the Administrator in writing that such fees and indemnities have been outstanding for at least 60 days. If such fees and indemnities 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 pursuant to this Section 6.7 shall be paid by CarMax. (b) The payment obligations to the Indenture Trustee pursuant to this Section 6.7 shall survive the resignation or removal of the Indenture Trustee and the discharge of this Indenture. (c) . When the Indenture Trustee incurs fees or expenses after the occurrence of a Default specified in Section 5.1(a)(v) or Section 5.1(a)(vi5.01(e) with respect to the Issuer, such fees and the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or State state bankruptcy, insolvency or similar law.

Compensation and Indemnity. (a) The AdministratorIssuer will, on behalf of or will cause the IssuerAdministrator to, shall pay to the Indenture Trustee from time to time reasonable as compensation for its servicesthe Indenture Trustee’s services under this Indenture such fees as have been separately agreed upon on the date of this Indenture between the Issuer and the Indenture Trustee. The Indenture Trustee’s compensation shall will not be limited by any law on compensation of a trustee of an express trust. The Administrator, on behalf of the Issuer, shall Issuer will reimburse the Indenture Trustee 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 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 and the reasonable compensation compensation, expenses and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts. The Administrator, on behalf of the Issuer, shall indemnify but excluding any expenses incurred by the Indenture Trustee forthrough the Indenture Trustee’s willful misconduct, bad faith or negligence (except for errors in judgment). (b) The Issuer will, or will cause the Administrator to, indemnify, defend and hold harmless the Indenture Trustee, and hold it and its respective officers, directors, employees, representatives employees and agents, harmless against, from and against any and all losscosts, liabilityexpenses, cost or expense losses, damages, claims and liabilities (including the reasonable attorneys’ fees and compensation, expenses and court costs, and any loss or expense incurred in connection with a successful defense, in whole or in part, disbursements of any claim that the Indenture Trustee breached its standard of careTrustee’s agents, counsel, accountants and experts) incurred by it in connection with the administration of this trust and the performance of its duties hereunderunder this Indenture, including those the costs and expenses of defending itself against any loss, damage, claim or liability incurred by it in connection with the exercise or performance of any actionof its powers or duties under this Indenture, but excluding any cost, expense, loss, damage, claim or suit brought to enforce the Indenture Trustee’s right to indemnification; provided, however, that the Administrator need not indemnify liability (i) incurred by the Indenture Trustee for, or hold it harmless against, any such loss, liability, cost or expense incurred through the Indenture Trustee’s willful misconduct, negligencebad faith or negligence (except for errors in judgment) or (ii) arising out of the Indenture Trustee’s breach of any of its representations or warranties set forth in this Indenture. (c) Promptly upon receipt by the Indenture Trustee, or bad faith. The Indenture Trustee shall any of its officers, directors, employees and agents (each, an “Indemnified Person”), of notice of the commencement of any Proceeding against any such Indemnified Person, such Indemnified Person will, if a claim in respect of such Proceeding is to be made under Section 6.7(b), notify the Issuer and the Administrator promptly of any claim for which it may seek indemnitythe commencement of such Proceeding. Any failure Failure by the Indenture Trustee to so notify the Issuer and the Administrator shall not, however, will not relieve the Issuer or the Administrator of its obligations hereunderunder this Section 6.7; provided that neither the Issuer nor the Administrator has been materially prejudiced by such failure to so notify and notice is given within 180 days of a Responsible Person of the Indenture Trustee learning of such Proceeding. The Issuer, or, if Issuer so causes, the Administrator, on behalf may participate in and assume the defense and settlement of any such Proceeding at its expense, and no settlement of such Proceeding may be made without the approval of the IssuerIssuer or the Administrator, shall defend any as applicable, and such claimIndemnified Person, which approvals will not be unreasonably withheld, delayed or conditioned. The Indenture Trustee may have separate counsel in connection with After notice from the Issuer or the Administrator, as applicable, to the Indemnified Person of the intention of the Issuer or the Administrator, as applicable, to assume the defense of any such claimProceeding with counsel reasonably satisfactory to the Indemnified Person, and so long as the Issuer or the Administrator, on behalf as applicable, so assumes the defense of such Proceeding in a manner reasonably satisfactory to the Indemnified Person, neither the Issuer nor the Administrator will be liable for any legal expenses of counsel to the Indemnified Person unless there is a conflict between the interests of the Issuer, shall pay Issuer or the fees and expenses of such counsel. If the Indenture Trustee is then acting as Administrator, all payment as applicable, on one hand, and an Indemnified Person, on the other hand, in which case the Issuer or the Administrator, will pay for the separate counsel to the Indemnified Person. (d) The obligations of the Issuer and the Administrator to the Indenture Trustee pursuant to this Section 6.7 shall be paid by CarMax. (b) The payment obligations to the Indenture Trustee pursuant to this Section 6.7 shall will survive the resignation or removal of the Indenture Trustee and the discharge of this Indenture. (c) When . Expenses incurred by the Indenture Trustee incurs fees or expenses after the occurrence of a Default specified in Section 5.1(a)(v5.1(a)(iv) or Section 5.1(a)(vi) with respect to the Issuer, such fees and 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, 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. (b) The payment obligations to the Indenture Trustee pursuant to this Section 6.7 shall survive the resignation or removal of the Indenture Trustee and the discharge of this Indenture. (c) When the Indenture Trustee incurs fees or expenses after the occurrence of a Default specified in Section 5.1(a)(v5.1(v) or Section 5.1(a)(vi(vi) with respect to the Issuer, such fees and 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 Issuer will pay to the Indenture Trustee from time to time reasonable as compensation for its servicesthe Indenture Trustee’s services under this Indenture such fees as have been separately agreed upon on the date of this Indenture between the Issuer and the Indenture Trustee. The Indenture Trustee’s compensation shall will not be limited by any law on compensation of a trustee of an express trust. The Administrator, on behalf of the Issuer, shall Issuer will reimburse the Indenture Trustee 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 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 and the reasonable compensation compensation, expenses and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts. The Administrator, on behalf of the Issuer, shall indemnify but excluding any expenses incurred by the Indenture Trustee forthrough the Indenture Trustee’s willful misconduct, bad faith or negligence (except for errors in judgment). (b) The Issuer will, or will cause the Indenture Administrator to, indemnify, defend and hold harmless the Indenture Trustee, and hold it and its respective officers, directors, employees, representatives employees and agents, harmless against, from and against any and all losscosts, liabilityexpenses, cost or expense losses, damages, claims and liabilities (including the reasonable attorneys’ fees and compensation, expenses and court costs, and any loss or expense incurred in connection with a successful defense, in whole or in part, disbursements of any claim that the Indenture Trustee breached its standard of careTrustee’s agents, counsel, accountants and experts) incurred by it in connection with the administration of this trust and the performance of its duties hereunderunder this Indenture, including those the costs and expenses of defending itself against any loss, damage, claim or liability incurred by it in connection with the exercise or performance of any actionof its powers or duties under this Indenture, but excluding any cost, expense, loss, damage, claim or suit brought to enforce the Indenture Trustee’s right to indemnification; provided, however, that the Administrator need not indemnify liability (i) incurred by the Indenture Trustee for, or hold it harmless against, any such loss, liability, cost or expense incurred through the Indenture Trustee’s willful misconduct, negligencebad faith or negligence (except for errors in judgment) or (ii) arising from the Indenture Trustee’s breach of any of its representations or warranties set forth in this Indenture. (c) Promptly upon receipt by the Indenture Trustee, or bad faith. The Indenture Trustee shall any of its officers, directors, employees and agents (each, an “Indemnified Person”), of notice of the commencement of any Proceeding against any such Indemnified Person, such Indemnified Person will, if a claim in respect of such Proceeding is to be made under Section 6.7(b), notify the Issuer and the Indenture Administrator promptly of any claim for which it may seek indemnitythe commencement of such Proceeding. Any failure Failure by the Indenture Trustee to so notify the Issuer and the Indenture Administrator shall not, however, will not relieve the Issuer or the Indenture Administrator of its obligations hereunderunder this Section 6.7; provided that neither the Issuer nor the Indenture Administrator has been materially prejudiced by such failure to so notify and notice is given within 180 days of a Responsible Person of the Indenture Trustee learning of such Proceeding. The Issuer, or, if Issuer so causes, the Indenture Administrator, on behalf may participate in and assume the defense and settlement of any such Proceeding at its expense, and no settlement of such Proceeding may be made without the approval of the IssuerIssuer or the Indenture Administrator, shall defend any as applicable, and such claimIndemnified Person, which approvals will not be unreasonably withheld, delayed or conditioned. The After notice from the Issuer or the Indenture Trustee may have separate counsel in connection with Administrator, as applicable, to the Indemnified Person of the intention of the Issuer or the Indenture Administrator, as applicable, to assume the defense of any such claimProceeding with counsel reasonably satisfactory to the Indemnified Person, and so long as the Issuer or the Indenture Administrator, on behalf as applicable, so assumes the defense of such Proceeding in a manner reasonably satisfactory to the Indemnified Person, neither the Issuer nor the Indenture Administrator will be liable for any legal expenses of counsel to the Indemnified Person unless there is a conflict between the interests of the Issuer, shall pay the fees and expenses of such counsel. If Issuer or the Indenture Trustee is then acting as Administrator, all as applicable, on one hand, and an Indemnified Person, on the other hand, in which case the Issuer or the Indenture Administrator, will pay for the separate counsel to the Indemnified Person. (d) The payment obligations of the Issuer and the Indenture Administrator, to the Indenture Trustee pursuant to this Section 6.7 shall be paid by CarMax. (b) The payment obligations to the Indenture Trustee pursuant to this Section 6.7 shall will survive the resignation or removal of the Indenture Trustee and the discharge of this Indenture. (c) When . Expenses incurred by the Indenture Trustee incurs fees or expenses after the occurrence of a Default specified in Section 5.1(a)(v5.1(a)(iv) or Section 5.1(a)(vi) with respect to the Issuer, such fees and 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 Company agrees to pay the Issuer, shall pay to the Indenture Trustee Warrant Agent 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 services as agreed and to reimburse the Indenture Trustee Warrant Agent upon request for all expenses, advances and disbursements reasonably reasonable out-of-pocket expense 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 TrusteeWarrant Agent’s agents, counsel, accountants agents and expertscounsel incurred by the Warrant Agent in connection with the services rendered by it under this Agreement as agreed. The Administrator, on behalf of the Issuer, Company shall indemnify the Indenture Trustee forWarrant Agent, its officers and hold it and its officers, directors, employees, representatives and agents, harmless against, directors 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 without negligence, willful misconduct or bad faith on its part arising out of or in connection with the administration of this trust and the acceptance or 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 faithunder this Agreement. The Indenture Trustee Warrant Agent shall notify the Issuer and the Administrator Company promptly of any claim for which it may seek indemnity. Any failure The Company need not reimburse any expense or indemnify against any loss or liability incurred by the Indenture Trustee to so notify the Issuer and the Administrator shall notWarrant Agent through willful misconduct, however, relieve the Administrator of its obligations hereundergross negligence or bad faith. 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 Company’s payment obligations to the Indenture Trustee pursuant to this Section 6.7 shall be paid by CarMaxsurvive the termination of this Agreement. (b) The payment obligations Warrant Agent shall be responsible for and shall indemnify and hold the Company harmless from and against any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability arising out of or attributable to the Indenture Trustee pursuant Warrant Agent’s refusal or failure to comply with the terms of this Section 6.7 shall survive the resignation Agreement, or removal which arise out of Warrant Agent’s negligence, bad faith or willful misconduct or which arise out of the Indenture Trustee and breach of any representation or warranty of the discharge Warrant Agent hereunder, for which the Warrant Agent is not entitled to indemnification under this Agreement; provided, however, the Warrant Agent’s aggregate liability hereunder during any term of this Indenture. (c) When the Indenture Trustee incurs fees or expenses after the occurrence of a Default specified in Section 5.1(a)(v) or Section 5.1(a)(vi) Agreement with respect to, arising from, or arising in connection with this Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, the amounts paid hereunder by the Company to the Issuer, such Warrant Agent as fees and expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or State bankruptcycharges, insolvency or similar lawbut not including reimbursable expenses.

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 shall be paid by CarMax. (b) The payment obligations to the Indenture Trustee pursuant to this Section 6.7 6.07 shall survive the resignation or removal of the Indenture Trustee and the discharge of this Indenture. (c) . When the Indenture Trustee or any co-trustee incurs fees or expenses after the occurrence of a Default specified in Section 5.1(a)(v) or Section 5.1(a)(vi) 5.08 of the Sale and Servicing Agreement with respect to the Issuer, such fees and 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 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. (b) The payment obligations to the Indenture Trustee pursuant to this Section 6.7 shall survive the resignation or removal of the Indenture Trustee and the discharge of this Indenture. (c) . When the Indenture Trustee incurs fees or expenses after the occurrence of a Default specified in Section 5.1(a)(v5.01(v) or Section 5.1(a)(vi(vi) with respect to the Issuer, such fees and 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. . (b) 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 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 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 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 Agent acted with negligence, bad faith or willful misconduct, negligence, or bad faith. The Indenture Trustee and each Agent shall notify the Issuer and the Administrator Company promptly of any claim of which the Responsible Officer of the Trustee or an officer of such Agent has received written notice for which it may seek indemnity. Any failure Failure by the Indenture Trustee or any 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 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 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 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. (b) The payment obligations to the Indenture Trustee pursuant to this Section 6.7 shall survive the resignation or removal of the Indenture Trustee and the discharge of this IndentureCompany need not pay for any settlement made without its consent. (c) When To secure the Indenture 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. (d) If the Trustee or Paying Agent incurs fees expenses or expenses renders services after the occurrence of a an Event of Default specified in Section 5.1(a)(vclause (d) or (e) of Section 5.1(a)(vi) with respect to 6.01 hereof, the Issuer, such fees expenses and expenses are the compensation for the services will be intended to constitute expenses of administration under Title 11 of the United States Bankruptcy Code or any other applicable federal or State bankruptcy, insolvency state law for the relief of debtors. (e) The provisions of this Section 7.07 shall survive the termination of this Indenture and the resignation or similar lawremoval 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 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 CarMax. (b) The payment obligations to the Indenture Trustee pursuant to this Section 6.7 shall survive the discharge of this Indenture or the earlier resignation or removal of the Indenture Trustee and the discharge of this Indenture. (c) Trustee. When the Indenture Trustee incurs fees or expenses after the occurrence of a Default or Event of Default specified in Section 5.1(a)(v5.01(iv) or Section 5.1(a)(vi(v) with respect to the Issuer, such fees and the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal Federal or State state bankruptcy, insolvency or similar law.

Compensation and Indemnity. (a) The Administrator, on behalf of the Issuer, shall Issuer will pay to the Indenture Trustee from time to time reasonable as compensation for its servicesthe Indenture Trustee’s services under this Indenture such fees as have been separately agreed upon on the date of this Indenture between the Issuer and the Indenture Trustee. The Indenture Trustee’s compensation shall will not be limited by any law on compensation of a trustee of an express trust. The Administrator, on behalf of the Issuer, shall Issuer will reimburse the Indenture Trustee 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 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 and the reasonable compensation compensation, expenses and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts. The Administrator, on behalf of the Issuer, shall indemnify but excluding any expenses incurred by the Indenture Trustee forthrough the Indenture Trustee’s willful misconduct, bad faith or negligence (except for errors in judgment). (a) The Issuer will, or will cause the Servicer to, indemnify, defend and hold harmless the Indenture Trustee, and hold it and its respective officers, directors, employees, representatives employees and agents, harmless against, from and against any and all losscosts, liabilityexpenses, cost or expense losses, damages, claims and liabilities (including the reasonable attorneys’ fees and compensation, expenses and court costs, and any loss or expense incurred in connection with a successful defense, in whole or in part, disbursements of any claim that the Indenture Trustee breached its standard of careTrustee’s agents, counsel, accountants and experts) incurred by it in connection with the administration of this trust and the performance of its duties hereunderunder this Indenture, including those the costs and expenses of defending itself against any loss, damage, claim or liability incurred by it in connection with the exercise or performance of any actionof its powers or duties under this Indenture, but excluding any cost, expense, loss, damage, claim or suit brought to enforce the Indenture Trustee’s right to indemnification; provided, however, that the Administrator need not indemnify liability (i) incurred by the Indenture Trustee for, or hold it harmless against, any such loss, liability, cost or expense incurred through the Indenture Trustee’s willful misconduct, negligencebad faith or negligence (except for errors in judgment) or (ii) arising from the Indenture Trustee’s breach of any of its representations or warranties set forth in this Indenture. (b) Promptly upon receipt by the Indenture Trustee, or bad faith. The Indenture Trustee shall any of its officers, directors, employees and agents (each, an “Indemnified Person”), of notice of the commencement of any Proceeding against any such Indemnified Person, such Indemnified Person will, if a claim in respect of such Proceeding is to be made under Section 8.7(b), notify the Issuer and the Administrator promptly Servicer of any claim for which it may seek indemnitythe commencement of such Proceeding. Any failure Failure by the Indenture Trustee to so notify the Issuer and the Administrator shall not, however, Servicer will not relieve the Administrator Issuer or the Servicer of its obligations hereunderunder this Section 8.7; provided, that neither the Issuer nor the Servicer has been materially prejudiced by such failure to so notify and notice is given within 180 days of a Responsible Officer of the Indenture Trustee learning of such Proceeding. The AdministratorIssuer, on behalf or, if Issuer so causes, the Servicer, may participate in and assume the defense and settlement of any such Proceeding at its expense, and no settlement of such Proceeding may be made without the approval of the IssuerIssuer or the Servicer, shall defend any as applicable, and such claimIndemnified Person, which approvals will not be unreasonably withheld, delayed or conditioned. The Indenture Trustee may have separate counsel in connection with After notice from the Issuer or the Servicer, as applicable, to the Indemnified Person of the intention of the Issuer or the Servicer, as applicable, to assume the defense of any such claimProceeding with counsel reasonably satisfactory to the Indemnified Person, and so long as the AdministratorIssuer or the Servicer, as applicable, so assumes the defense of such Proceeding in a manner reasonably satisfactory to the Indemnified Person, neither the Issuer nor the Servicer will be liable for any legal expenses of counsel to the Indemnified Person unless there is a conflict between the interests of the Issuer or the Servicer, as applicable, on behalf one hand, and an Indemnified Person, on the other hand, in which case the Issuer or the Servicer, will pay for the separate counsel to the Indemnified Person. (c) The payment obligations of the IssuerIssuer and the Servicer, 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. (b) The payment obligations to the Indenture Trustee pursuant to this Section 6.7 shall 8.7 will survive the resignation or removal of the Indenture Trustee and the discharge of this Indenture. (c) When . Notwithstanding anything else set forth in this Indenture or the Transaction Documents, the Indenture Trustee incurs fees agrees that the obligations of the Issuer (but not the Servicer) to the Indenture Trustee hereunder and under the Transaction Documents shall be recourse to the Owner Trust Estate only and specifically shall not be recourse to the assets of the Certificateholder or expenses after any Noteholder. In addition, the occurrence of a Default specified in Section 5.1(a)(v) or Section 5.1(a)(vi) with respect Indenture Trustee agrees that its recourse to the Issuer, such fees the Owner Trust Estate and expenses are intended the Certificateholder shall be limited to constitute expenses the right to receive the distributions referred to in Sections 4.5(a) and (b) of administration under Title 11 of the United States Code or any other applicable federal or State bankruptcy, insolvency or similar lawthis Indenture.

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 CarMax. (b) The payment obligations to the Indenture Trustee pursuant to this Section 6.7 shall survive the resignation or removal of the Indenture Trustee and the termination or discharge of this Indenture. (c) . When the Indenture Trustee or any co-trustee incurs fees or expenses after the occurrence of a an Indenture Default specified in Section 5.1(a)(v5.1(d) or Section 5.1(a)(vi5.1(e) with respect to the Issuer, such fees and the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or State 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 CarMax. (b) The payment obligations to the Indenture Trustee pursuant to this Section 6.7 shall survive the discharge of this Indenture or the earlier resignation or removal of the Indenture Trustee and the discharge of this Indenture. (c) Trustee. When the Indenture Trustee incurs fees or expenses after the occurrence of a Default or Event of Default specified in Section 5.1(a)(v5.01(iv) or Section 5.1(a)(vi(v) with respect to the Issuer, such fees and the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal Federal or State state bankruptcy, insolvency or similar law.

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 CarMax. (b) The payment obligations to the Indenture Trustee pursuant to this Section 6.7 shall survive the discharge of this Indenture or the earlier resignation or removal of the Indenture Trustee and the discharge of this Indenture. (c) Trustee. When the Indenture Trustee incurs fees or expenses after the occurrence of a Default specified in Section 5.1(a)(v5.01(iv) or Section 5.1(a)(vi(v) with respect to the Issuer, such fees and 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, 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 CarMax. (b) The payment obligations to the Indenture Trustee pursuant to this Section 6.7 shall survive the resignation or removal of the Indenture Trustee and the discharge of this Indenture. (c) . When the Indenture Trustee incurs fees or expenses after the occurrence of a Default specified in Section 5.1(a)(v) or Section 5.1(a)(vi5.01(e) with respect to the Issuer, such fees and the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or State 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 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 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 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 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 action, claim indemnification or suit brought to enforce other obligation of the Indenture Trustee’s right to indemnification; provided, however, that the Administrator need not indemnify the Indenture Trustee for, Issuer or hold it harmless against, any such loss, liability, cost or expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faithAdministrator. 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 of its obligations hereunder. The Administrator, on behalf of the Issuer, Administrator 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, Administrator shall pay the fees and expenses of such counsel. If The Administrator shall not reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee is then acting as through the Indenture Trustee’s own willful misconduct, negligence or bad faith. 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 shall notify the Administrator in writing that such fees and indemnities have been outstanding for at least 60 days. If such fees and indemnities are paid pursuant to Section 5.06 of the Sale and Servicing Agreement, the Administrator shall reimburse the Issuer in full for such payments. 36 (NAROT 2017-B Indenture) The Administrator, all ’s payment obligations to the Indenture Trustee pursuant to this Section 6.7 shall be paid by CarMax. (b) The payment obligations to the Indenture Trustee pursuant to this Section 6.7 shall survive the resignation or removal of the Indenture Trustee and the discharge of this Indenture. (c) . When the Indenture Trustee incurs fees or expenses after the occurrence of a Default specified in Section 5.1(a)(v) or Section 5.1(a)(vi5.01(e) with respect to the Issuer, such fees and the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or State 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 shall be paid by CarMax. (b) The payment obligations to the Indenture Trustee pursuant to this Section 6.7 6.07 shall survive the resignation or removal of the Indenture Trustee and the discharge of this Indenture. (c) Indenture and the termination or resignation of the Indenture Trustee. When the Indenture Trustee incurs fees or expenses after the occurrence of a an Event of Default specified in Section 5.1(a)(v) or Section 5.1(a)(vi) with respect to the Issuer, such fees and the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or State 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 Administrator, all payment obligations to the Indenture Trustee pursuant to this Section 6.7 shall be paid by CarMax. (b) The payment obligations to the Indenture Trustee pursuant to this Section 6.7 shall survive the resignation or removal of the Indenture Trustee and the discharge of this Indenture. (c) When the Indenture Trustee Paying Agent incurs fees expenses or expenses renders services after the occurrence of a an Event of Default specified in Section 5.1(a)(vclause (h) or (i) of Section 5.1(a)(vi) with respect to 6.01, the Issuer, such fees expenses and expenses are the compensation for the services will be intended to constitute expenses of administration under Title 11 of the United States Bankruptcy Code or any other applicable federal or State bankruptcy, insolvency state law for the relief of debtors. The provisions of this Section 7.07 shall survive the termination of this Indenture and the resignation or similar lawremoval 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 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 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 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 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 action, claim indemnification or suit brought to enforce other obligation of the Indenture Trustee’s right to indemnification; provided, however, that the Administrator need not indemnify the Indenture Trustee for, Issuer or hold it harmless against, any such loss, liability, cost or expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faithAdministrator. 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 of its obligations hereunder. The Administrator, on behalf of the Issuer, Administrator 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, Administrator shall pay the fees and expenses of such counsel. If The Administrator shall not reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee is then acting as through the Indenture Trustee’s own willful misconduct, negligence or bad faith. 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 shall notify the Administrator in writing that such fees and indemnities have been outstanding for at least 60 days. If such fees and indemnities are paid pursuant to Section 5.06 of the Sale and Servicing Agreement, the Administrator shall reimburse the Issuer in full for such payments. 35 (NAROT 2017-A Indenture) The Administrator, all ’s payment obligations to the Indenture Trustee pursuant to this Section 6.7 shall be paid by CarMax. (b) The payment obligations to the Indenture Trustee pursuant to this Section 6.7 shall survive the resignation or removal of the Indenture Trustee and the discharge of this Indenture. (c) . When the Indenture Trustee incurs fees or expenses after the occurrence of a Default specified in Section 5.1(a)(v) or Section 5.1(a)(vi5.01(e) with respect to the Issuer, such fees and the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or State 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 may be agreed between the Issuer and the Indenture Trustee. 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 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. . (b) 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 (each an “Indemnified Person”) against any and all cost, damage, loss, liability, cost tax 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 and the enforcement of this trust Indenture, the Series Supplement and the other Basic Documents and 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 the Series Supplement and the other Basic Documents other than any tax on the compensation of the Indenture Trustee for its services as Indenture Trustee. The Issuer need not reimburse any expense or indemnify against any loss, liability or expense incurred in connection with by any action, claim or suit brought to enforce Indemnified Person through the Indenture Trustee’s or any other Indemnified Person’s own willful misconduct, negligence or bad faith. The Issuer shall not be required to indemnify an Indemnified Person for any amount paid or payable by such Indemnified Person in the settlement of any action, proceeding or investigation without the written consent of the Issuer, which consent shall not be unreasonably withheld. Promptly after receipt by an Indemnified Person of notice of its involvement in any action, proceeding or investigation, such Indemnified Person shall, if a claim for indemnification in respect thereof is to be made against the Issuer under this Section 6.07(b), notify the Issuer in writing of such involvement. Failure by an Indemnified Person to so notify the Issuer shall relieve the Issuer from the obligation to indemnify and hold harmless such Indemnified Person under this Section 6.07(b), only to the extent that the Issuer suffers actual prejudice as a result of such failure. With respect to any action, proceeding or investigation brought by a third party for which indemnification may be sought under this Section 6.07(b), the Issuer shall be entitled to assume the defense of any such action, proceeding or investigation. Upon assumption by the Issuer of the defense of any such action, proceeding or investigation, the Indemnified Person shall have the right to indemnificationparticipate in such action or proceeding and to retain its own counsel. The Issuer shall be entitled to appoint counsel of the Issuer’s choice at the Issuer’s expense to represent the Indemnified Person in any action, proceeding or investigation for which a claim of indemnification is made against the Issuer under this Section 6.07(b) (in which case the Issuer shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the Indemnified Person except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the Administrator need not indemnify Indemnified Person. Notwithstanding the Indenture Trustee forIssuer’s election to appoint counsel to represent the Indemnified Person in an action, proceeding or investigation, the Indemnified Person shall have the right to employ separate counsel (including one local counsel in each relevant jurisdiction), and the Issuer shall bear the reasonable and documented out-of-pocket fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the Issuer to represent the Indemnified Person would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or hold it harmless againsttargets of, any such loss, liability, cost or expense incurred through action include both the Indenture Trustee’s willful misconduct, negligence, or bad faith. The Indenture Trustee shall notify Indemnified Person and the Issuer and the Administrator promptly of any claim for which Indemnified Person shall have reasonably concluded that there may be legal defenses available to it may seek indemnity. Any failure by that are different from or additional to those available to the Indenture Trustee to so notify Issuer, (iii) the Issuer and shall not have employed counsel reasonably satisfactory to the Administrator Indemnified Person to represent the Indemnified Person within a reasonable time after notice of the institution of such action or (iv) the Issuer shall not, however, relieve authorize the Administrator of its obligations hereunder. The Administrator, on behalf Indemnified Person to employ separate counsel at the expense of the Issuer, shall defend any such claim. The Indenture Trustee may have separate counsel in connection with Issuer will not, without the defense prior written consent of the Indemnified Person, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought under this Section 6.07(b) (whether or not the Indemnified Person is an actual or potential party to such claim or action) unless such settlement, compromise or consent includes an unconditional release of the Indemnified Person from all liability arising out of such claim, and the Administratoraction, on behalf of the Issuer, shall pay the fees and expenses of such counselsuit or proceeding. 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. (b) The payment obligations to the Indenture Trustee pursuant to this Section 6.7 6.07(b) shall survive the discharge of this Indenture and the Series Supplement or the earlier resignation or removal of the Indenture Trustee and the discharge of this Indenture. (c) Trustee. When the Indenture Trustee incurs fees or expenses after the occurrence of a Default specified in Section 5.1(a)(v5.01(e) or Section 5.1(a)(vi5.01(f) with respect to the Issuer, such fees and the expenses are intended to constitute expenses of administration under Title 11 of the United States Bankruptcy Code or any other applicable U.S. federal or State 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 CarMax. (b) The payment obligations to the Indenture Trustee pursuant to this Section 6.7 shall survive the resignation or removal of the Indenture Trustee and the discharge of this Indenture. (c) . When the Indenture Trustee or any co-trustee incurs fees or expenses after the occurrence of a Default specified in Section 5.1(a)(v5.01(iv) or Section 5.1(a)(vi(v) with respect to the Issuer, such fees and the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or State 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 CarMax. (b) The payment obligations to the Indenture Trustee pursuant to this Section 6.7 shall survive the resignation or removal of the Indenture Trustee and the discharge of this Indenture. (c) . When the Indenture Trustee incurs fees or expenses after the occurrence of a Default specified in Section 5.1(a)(v) or Section 5.1(a)(vi5.01(e) with respect to the Issuer, such fees and the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or State 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 CarMax. (b) The payment obligations to the Indenture Trustee pursuant to this Section 6.7 shall survive the resignation or removal of the Indenture Trustee and the discharge of this Indenture. (c) . When the Indenture Trustee or any co-trustee incurs fees or expenses after the occurrence of a Default specified in Section 5.1(a)(v5.01(iv) or Section 5.1(a)(vi(v) with respect to the Issuer, such fees and the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or State 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 CarMax. (b) The payment obligations to the Indenture Trustee pursuant to this Section 6.7 shall survive the resignation or removal of the Indenture Trustee and the termination of discharge of this Indenture. (c) . When the Indenture Trustee or any co-trustee incurs fees or expenses after the occurrence of a Default specified in Section 5.1(a)(v5.01(iv) or Section 5.1(a)(vi(v) with respect to the Issuer, such fees and the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or State 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 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 CarMax. (b) The payment obligations to the Indenture Trustee pursuant to this Section 6.7 shall survive the resignation or removal of the Indenture Trustee and the discharge of this Master Indenture. (c) . When the Indenture Trustee incurs fees or expenses after the occurrence of a Default specified in Section 5.1(a)(v5.01(iv) or Section 5.1(a)(vi(v) with respect to the Issuer, such fees and the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or State 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 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, Issuer 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 . (b) The Issuer and experts. The Administrator, on behalf of the Issuer, Guarantors shall indemnify the Indenture Trustee forTrustee, its agents and officers, and hold it and its officers, directors, employees, representatives and agents, harmless against, each 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 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 Issuer and the Guarantors 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 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 Agent acted with negligence, bad faith or willful misconduct, negligence, or bad faith. The Indenture Trustee and each Agent shall notify the Issuer and the Administrator promptly of any claim of which the Responsible Officer of the Trustee or an officer of such Agent has received written notice for which it may seek indemnity. Any failure Failure by the Indenture Trustee or any Agent to so notify the Issuer shall not relieve the Issuer and the Administrator shall not, however, relieve the Administrator Guarantors of its their obligations hereunder, unless the Issuer and the Guarantors are materially prejudiced thereby. The AdministratorIssuer or such Guarantor shall defend the claim and the Trustee and such 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 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 Neither the Indenture Trustee is then acting as Administrator, all payment obligations to Issuer nor any Guarantor need pay for any settlement made without the Indenture Trustee pursuant to this Section 6.7 shall be paid by CarMax. (b) The payment obligations to the Indenture Trustee pursuant to this Section 6.7 shall survive the resignation or removal of the Indenture Trustee and the discharge of this IndentureIssuer’s consent. (c) When To secure the Indenture Issuer’s and the Guarantors’ 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. (d) If the Trustee or Paying Agent incurs fees expenses or expenses renders services after the occurrence of a an Event of Default specified in Section 5.1(a)(vclause (d) or (e) of Section 5.1(a)(vi) with respect to 6.01 hereof, the Issuer, such fees expenses and expenses are the compensation for the services will be intended to constitute expenses of administration under Title 11 of the United States Bankruptcy Code or any other applicable federal or State bankruptcy, insolvency state law for the relief of debtors. (e) The provisions of this Section 7.07 shall survive the termination of this Indenture and the resignation or similar lawremoval 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 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. (b) The payment obligations to the Indenture Trustee pursuant to this Section 6.7 shall survive the resignation or removal of the Indenture Trustee and the discharge of this Indenture. (c) When the Indenture Trustee incurs fees or expenses after the occurrence of a Default specified in Section 5.1(a)(v) or Section 5.1(a)(vi) with respect to the Issuer, such fees and 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 Section 6.7 shall be paid by CarMax. (b) The payment obligations the Escrow Agreement and money or property held in trust to pay principal of, premium, if any, and interest on particular Notes. If the Indenture Trustee pursuant to this Section 6.7 shall survive the resignation or removal of the Indenture Trustee and the discharge of this Indenture. (c) When the Indenture Trustee incurs fees expenses or expenses renders services after the occurrence of a an Event of Default specified in Section 5.1(a)(vclause (g) or (h) of Section 5.1(a)(vi) with respect to 6.01, the Issuer, such fees expenses and expenses are the compensation for the services will be intended to constitute expenses of administration under Title 11 of the United States Code Bankruptcy Law or any other applicable federal or State bankruptcy, insolvency or similar lawstate law for the relief of debtors.

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 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, Issuing Entity shall reimburse the Indenture Trustee 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 or the Owner Trustee’s agents, counsel, accountants and experts. The Administrator, on behalf of the Issuer, Issuing Entity shall indemnify the Indenture Trustee for, 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 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 shall be paid by CarMax. (b) The payment obligations to and the Indenture Owner Trustee pursuant to this Section 6.7 6.07 shall survive the resignation or removal of the Indenture Trustee and the discharge of this Indenture. (c) Indenture and the termination or resignation of the Indenture Trustee. When the Indenture Trustee or the Owner Trustee incurs fees or expenses after the occurrence of a an Event of Default specified in Section 5.1(a)(v) or Section 5.1(a)(vi) with respect to the IssuerIssuing Entity, such fees and the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or State 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 CarMax. (b) The payment obligations to the Indenture Trustee pursuant to this Section 6.7 shall survive the resignation or removal of the Indenture Trustee and the discharge of this Indenture. (c) . When the Indenture Trustee incurs fees or expenses after the occurrence of a Default specified in Section 5.1(a)(v) or Section 5.1(a)(vi5.01(e) with respect to the Issuer, such fees and the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or State 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, Administrator 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 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 hereunder34 (NAROT 2022-B Indenture) hereunder 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 for, or hold it harmless against, any such loss, liability, cost or expense incurred through the Indenture Trustee’s own willful misconduct, negligence, 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 of its obligations hereunder. The Administrator, on behalf of the Issuer, Administrator 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, 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 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 pursuant to this Section 6.7 shall be paid by CarMax. (b) The payment obligations to the Indenture Trustee pursuant to this Section 6.7 shall survive the resignation or removal of the Indenture Trustee and the discharge of this Indenture. (c) . When the Indenture Trustee incurs fees or expenses after the occurrence of a Default specified in Section 5.1(a)(v) or Section 5.1(a)(vi5.01(e) with respect to the Issuer, such fees and the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or State 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-B 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 CarMax. (b) The payment obligations to the Indenture Trustee pursuant to this Section 6.7 shall survive the resignation or removal of the Indenture Trustee and the discharge of this Indenture. (c) . When the Indenture Trustee incurs fees or expenses after the occurrence of a Default specified in Section 5.1(a)(v) or Section 5.1(a)(vi5.01(e) with respect to the Issuer, such fees and the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or State 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 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 pursuant 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 this Section 6.7 shall be paid by CarMax. (b) The payment obligations pay principal of, premium, if any, and interest on particular Notes. Without limiting any rights available to the Indenture Trustee pursuant to this Section 6.7 shall survive or Collateral Agent under applicable law, when the resignation Trustee or removal of the Indenture Trustee and the discharge of this Indenture. (c) When the Indenture Trustee Collateral Agent incurs fees expenses or expenses renders services after the occurrence of a an Event of Default specified in Section 5.1(a)(v6.1(a)(viii) or Section 5.1(a)(vi(ix) with respect to the IssuerIssuer or any Guarantor that is a Significant Subsidiary (or any group of Guarantors that, such 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 Title 11 Bankruptcy Law. The obligations of the United States Code 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 Indenture or pursuant to any other applicable federal Indenture Document and any rejection or State bankruptcytermination under any Bankruptcy Law, insolvency or similar lawand the termination of this Indenture.

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. (b) The payment obligations to the Indenture Trustee pursuant to this Section 6.7 shall survive the resignation or removal of the Indenture Trustee and the discharge of this Indenture. (c) When the Indenture Trustee incurs fees or expenses after the occurrence of a Default specified in Section 5.1(a)(v) or Section 5.1(a)(vi) with respect to the Issuer, such fees and expenses are intended to constitute expenses of administration under Title 11 11.1 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. (b) The payment obligations to the Indenture Trustee pursuant to this Section Section 6.7 shall survive the resignation or removal of the Indenture Trustee and the discharge of this Indenture. (c) When the Indenture Trustee incurs fees or expenses after the occurrence of a Default specified in Section 5.1(a)(v) or Section 5.1(a)(vi) with respect to the Issuer, such fees and expenses are intended to constitute expenses of administration under Title 11 11.1 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 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 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 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 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 action, claim indemnification or suit brought to enforce other obligation of the Indenture Trustee’s right to indemnification; provided, however, that the Administrator need not indemnify the Indenture Trustee for, Issuer or hold it harmless against, any such loss, liability, cost or expense incurred through the Indenture Trustee’s willful misconduct, negligence, or bad faithAdministrator. 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 of its obligations hereunder. The Administrator, on behalf of the Issuer, Administrator 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, Administrator shall pay the fees and expenses of such counsel. If The Administrator shall not reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee is then acting as through the Indenture Trustee’s own willful misconduct, negligence or bad faith. 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 shall notify the Administrator in writing that such fees and indemnities have been outstanding for at least 60 days. If such fees and indemnities 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 pursuant to this Section 6.7 shall be paid by CarMax. (b) The payment obligations to the Indenture Trustee pursuant to this Section 6.7 shall survive the resignation or removal of the Indenture Trustee and the discharge of this Indenture. (c) . When the Indenture Trustee incurs fees or expenses after the occurrence of a Default specified in Section 5.1(a)(v) or Section 5.1(a)(vi5.01(e) with respect to the Issuer, such fees and the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or State state bankruptcy, insolvency or similar law.. 35 (NAROT 2016-A Indenture)

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 CarMax. (b) The payment obligations to the Indenture Trustee pursuant to this Section 6.7 shall survive the resignation or and removal of the Indenture Trustee and the discharge of this Indenture. (c) . When the Indenture Trustee incurs fees or expenses after the occurrence of a an Event of Default specified in Section 5.1(a)(v) or Section 5.1(a)(vi5.01(e) with respect to the Issuer, such fees and the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or State 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 to in this Section, the Indenture Trustee pursuant to this Section 6.7 shall be paid by CarMax. (b) The payment obligations to the Indenture Trustee pursuant to this Section 6.7 shall survive the resignation or removal of the Indenture Trustee and the discharge 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 this Indenture. (c) and interest on particular Notes. When the Indenture Trustee or the Collateral Trustee (as applicable) incurs fees or expenses after the occurrence of a Default specified in Section 5.1(a)(vSections 6.01(f) or Section 5.1(a)(vi6.01(g) with respect to the Issuer, such fees and the expenses are intended to constitute expenses of administration under Title 11 the Bankruptcy Law. The provisions of this Section shall survive the satisfaction and discharge or termination, for any reason, of this Indenture and the resignation or removal of the United States Code Trustee or any other applicable federal or State bankruptcy, insolvency or similar lawthe Collateral Trustee.

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 shall be paid by CarMax. (b) The payment obligations to the Indenture Trustee pursuant to this Section 6.7 6.07 shall survive the resignation or removal of the Indenture Trustee and the discharge of this Indenture. (c) Indenture and the termination or resignation of the Indenture Trustee. When the Indenture Trustee incurs fees or expenses after the occurrence of a an Event of Default specified in Section 5.1(a)(v) or Section 5.1(a)(vi) with respect to the IssuerIssuing Entity, such fees and the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or State 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 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 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 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’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 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 Administrator, all payment obligations to the Indenture Trustee pursuant to this Section 6.7 shall be paid by CarMax. (b) The payment obligations to the Indenture Trustee pursuant to this Section 6.7 shall survive the resignation or removal of the Indenture Trustee and the discharge of this Indenture. (c) When the Indenture Trustee incurs fees expenses or expenses renders services after the occurrence of a an Event of Default specified in Section 5.1(a)(vclause (g) or (h) of Section 5.1(a)(vi) with respect to 6.01, the Issuer, such fees expenses and expenses are the compensation for the services shall be 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 lawstate 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 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 pursuant to this Section 6.7 shall be paid by CarMax. (b) The payment obligations to and the Indenture Owner Trustee pursuant to this Section 6.7 6.07 shall survive the resignation or removal of the Indenture Trustee and the discharge of this Indenture. (c) Indenture and the termination or resignation of the Indenture Trustee. When the Indenture Trustee or the Owner Trustee incurs fees or expenses after the occurrence of a an Event of Default specified in Section 5.1(a)(v) or Section 5.1(a)(vi) with respect to the IssuerIssuing Entity, such fees and the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or State 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 shall be paid by CarMax. 7.07 and Sections 7.03 (bCertain Rights and Discretions of Trustee) The payment obligations to the Indenture Trustee pursuant to this Section 6.7 and 7.04 (Individual Rights of Trustee) shall survive the discharge of this Indenture or the resignation or removal of the Indenture Trustee and the discharge of this Indenture. (c) Trustee. When the Indenture Trustee incurs fees or expenses after the occurrence of a Default specified in either clause (8) or (9) of Section 5.1(a)(v) or Section 5.1(a)(vi6.01 (Events of Default) with respect to the Issuer, such fees and the expenses are intended to constitute expenses of administration under Title 11 Bankruptcy Law. In no event shall the Trustee be 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 United States Code services contemplated by this Agreement. In no event shall the Trustee be liable for any indirect, special, punitive or consequential loss or damage of any other applicable federal kind whatsoever, including but not limited to, lost profits, even if the Trustee has been advised of the likelihood of such loss or State bankruptcy, insolvency or similar lawdamage and regardless of the form of action.

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 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 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 CarMax. (b) The payment obligations to the Indenture Trustee pursuant to this Section 6.7 shall survive the resignation or removal of the Indenture Trustee and the termination or discharge of this Indenture. (c) . When the Indenture Trustee or any co-trustee incurs fees or expenses after the occurrence of a an Indenture Default specified in Section 5.1(a)(v5.1(d) or Section 5.1(a)(vi5.1(e) with respect to the Issuer, such fees and the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or State 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 pursuant to this Section 6.7 shall be paid by CarMax. (b) The payment obligations to and the Indenture Owner Trustee pursuant to this Section 6.7 6.07 shall survive the resignation or removal of the Indenture Trustee and the discharge of this Indenture. (c) Indenture and the termination or resignation of the Indenture Trustee. When the Indenture Trustee or the Owner Trustee incurs fees or expenses after the occurrence of a an Event of Default specified in Section 5.1(a)(v) or Section 5.1(a)(vi) with respect to the Issuer, such fees and the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or State 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 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 CarMax. (b) The payment obligations to the Indenture Trustee pursuant to this Section 6.7 shall survive the resignation or removal discharge of this Indenture. When the Indenture Trustee and the discharge of this Indenture. (c) When the Indenture Trustee Backup Administrative Agent incurs fees or expenses after the occurrence of a an Indenture Default specified set forth in Section 5.1(a)(v5.01(d) or Section 5.1(a)(vi(e) with respect to the IssuerTrust, such fees and the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or State 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 investment earnings with respect to the Trust Accounts as provided in the Transfer 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 Transfer and Servicing Agreement, 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 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 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 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 faithLoans. 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, with respect to a co-trustee, such 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 CarMax. (b) The payment obligations to the Indenture Trustee pursuant to this Section 6.7 6.07 shall survive the resignation or removal of the Indenture Trustee and the discharge of this Indenture. (c) . When the Indenture Trustee or any co-trustee incurs fees or expenses after the occurrence of a Default specified in Section 5.1(a)(v7.01(c) or Section 5.1(a)(vi) of the Transfer and Servicing Agreement with respect to the Issuer, such fees and 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 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, a fee to be paid by the Servicer as provided in a separate agreement between such parties. 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 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 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 Sale 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 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 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, as Administratorapplicable, all payment through the Indenture Trustee’s or co-trustee’s, as the case may be, 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 CarMax. (b) The payment obligations to the Indenture Trustee pursuant to this Section 6.7 shall survive the resignation or removal of the Indenture Trustee and the termination of discharge of this Indenture. (c) . When the Indenture Trustee or any co-trustee incurs fees or expenses after the occurrence of a Default specified in Section 5.1(a)(v5.01(iv) or Section 5.1(a)(vi(vi) with respect to the Issuer, such fees and the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or State 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 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 payment obligations to the Indenture Trustee pursuant to Company under this Section 6.7 shall be paid by CarMax. (b) The payment obligations to the Indenture Trustee pursuant to this Section 6.7 7.7 shall survive the resignation or removal of the Indenture Trustee satisfaction and the discharge of this Indenture. (c) . To secure the Company's payment obligations in this Section 7.7, the Trustee shall have a Lien prior to the 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 Indenture Trustee incurs fees expenses or expenses renders services after the occurrence an Event of a Default specified in Section 5.1(a)(v6.1(7) or Section 5.1(a)(vi) with respect to (8) occurs, the Issuer, such fees expenses and expenses the compensation for the services 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 lawBankruptcy 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 CarMax. (b) The payment obligations to the Indenture Trustee pursuant to this Section 6.7 shall survive the resignation or removal of the Indenture Trustee and the (or its Custodian) or discharge of this Indenture. (c) . When the Indenture Trustee incurs fees or expenses after in connection with the occurrence of a Default specified in Section 5.1(a)(v5.01(v) or Section 5.1(a)(vi(vi) with respect to the Issuer, such fees and 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 shall be paid by CarMax. (b) The payment obligations solely from amounts in excess of funds necessary to pay all outstanding interest and principal due to the Indenture Trustee pursuant to this Noteholders in accordance with the priorities set forth in Section 6.7 shall survive the resignation or removal 3.5(d) of the Indenture Trustee Sale and Allocation Agreement and shall in any case be nonrecourse as to the discharge of this Indenture. 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 (c) When the Indenture Trustee incurs fees or expenses after the occurrence of a Default specified as defined in Section 5.1(a)(v) or Section 5.1(a)(vi) with respect to the Issuer, such fees and expenses are intended to constitute expenses 101 of administration under Title 11 of the United States Code or Bankruptcy Code) against the Issuer but shall continue to accrue. Each party hereto agrees that the payment of any other applicable federal or State bankruptcy, insolvency or similar lawclaim of any such party in respect of Losses shall be subordinated 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 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. (b) The payment obligations to the Indenture Trustee pursuant to this Section 6.7 shall survive the resignation or removal of the Indenture Trustee and the discharge of this Indenture. (c) . When the Indenture Trustee incurs fees or expenses after the occurrence of a Default specified in Section 5.1(a)(v5.1(v) or Section 5.1(a)(vi(vi) with respect to the Issuer, such fees and expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or State 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 '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. (b) The payment obligations to the Indenture Trustee pursuant to this Section 6.7 shall survive the resignation or removal of the Indenture Trustee and the discharge of this Indenture. (c) . When the Indenture Trustee incurs fees or expenses after the occurrence of a Default specified in Section 5.1(a)(v5.01(v) or Section 5.1(a)(vi(vi) with respect to the Issuer, such fees and 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 and Collateral Custodian from time to time reasonable such compensation for its servicesacceptance of this Indenture and services hereunder as the parties shall agree in writing from time to time. The Indenture Neither the Trustee’s nor Collateral Custodian’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 and Collateral Custodian 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 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, disbursements and advances expenses of the Indenture Trustee’s agentsand Collateral Custodian’s agents and counsel. (b) The Issuers and the Guarantors, counsel, accountants jointly and experts. The Administrator, on behalf of the Issuerseverally, shall indemnify the Indenture Trustee and the Collateral Custodian, each of their officers, directors, employees and agents for, and hold it the Trustee and its officers, directors, employees, representatives and agents, Collateral Custodian harmless 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 the Indenture Trustee breached its standard of carefees) incurred by it in connection with the acceptance or administration of this trust and the performance of its duties hereunderhereunder (including the costs and expenses of enforcing this Indenture against the Issuers and the Guarantors (including this Section 7.07) or defending itself against any claim whether asserted by any Holder, including those incurred the Issuers or any Guarantors, or liability in connection with the acceptance, 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 or Collateral Custodian, as applicable, shall notify the Issuer and the Administrator Issuers promptly of any claim for which it may seek indemnity. Any failure Failure by the Indenture Trustee or Collateral Custodian, as applicable, to so notify the Issuer and the Administrator Issuers shall not, however, not relieve the Administrator Issuers of its their obligations hereunder. The Administrator, on behalf of the Issuer, Issuers shall defend any such claim. The Indenture the claim and the Trustee and Collateral Custodian 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 Issuers need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee is then acting as Administratoror Collateral Custodian through the Trustee’s or Collateral Custodian’s, all payment obligations to the Indenture Trustee pursuant to this Section 6.7 shall be paid by CarMaxrespectively, own willful misconduct or gross negligence. (bc) The payment obligations to of the Indenture Trustee pursuant to Issuers and the Guarantors under this Section 6.7 7.07 shall survive the satisfaction and discharge of this Indenture or the earlier resignation or removal of the Indenture Trustee or Collateral Custodian. (d) To secure the payment obligations of the Issuers and the Guarantors 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, except that held in trust to pay principal and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this IndentureIndenture or the earlier resignation or removal of the Trustee. (ce) When the Indenture Trustee or Collateral Custodian incurs fees expenses or expenses renders services after the occurrence an Event of a Default specified in Section 5.1(a)(v6.02(a)(v) or Section 5.1(a)(vi6.02(a)(vi) with respect to hereof occurs, the Issuer, such expenses and the compensation for the services (including the fees and expenses of its agents and counsel) 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 lawBankruptcy 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. (b) The payment obligations to the Indenture Trustee pursuant to this Section 6.7 shall survive the resignation or removal of the Indenture Trustee and the discharge of this Indenture. (c) When the Indenture Trustee incurs fees or expenses after the occurrence of a Default specified in Section 5.1(a)(v5.1(v) or Section 5.1(a)(vi(vi) with respect to the Issuer, such fees and expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or State 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 CarMax. (b) The payment obligations to the Indenture Trustee pursuant to this Section 6.7 shall survive the resignation or removal of the Indenture Trustee and the discharge of this Indenture. (c) . When the Indenture Trustee incurs fees or expenses after the occurrence of a Default specified in Section 5.1(a)(v5.01(a)(iv) or Section 5.1(a)(vi(v) with respect to the IssuerIssuing Entity [or the Grantor Trust], such fees and the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or State 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, 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 CarMax. (b) The payment obligations to the Indenture Trustee pursuant to this Section 6.7 shall survive the resignation or removal of the Indenture Trustee and the termination of discharge of this Indenture. (c) . When the Indenture Trustee or any co-trustee incurs fees or expenses after the occurrence of a Default specified in Section 5.1(a)(v5.01(iv) or Section 5.1(a)(vi(vi) with respect to the IssuerIssuing Entity, such fees and the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or State state bankruptcy, insolvency or similar 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 shall be paid by CarMax. (b) The payment obligations to the Indenture Trustee pursuant to this Section 6.7 6.07 shall survive the resignation or removal of the Indenture Trustee and the discharge of this Indenture. (c) Indenture and the termination or resignation of the Indenture Trustee. When the Indenture Trustee, Note Insurer, the Owner Trustee or the Pool Insurer incurs fees or expenses after the occurrence of a an Event of Default specified in Section 5.1(a)(v) or Section 5.1(a)(vi) with respect to the Issuer, such fees and the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or State 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 shall be paid by CarMax. (b) The payment obligations to the Indenture Trustee pursuant to this Section 6.7 6.07 shall survive the resignation or removal of the Indenture Trustee and the discharge of this Indenture. (c) When Indenture and the Indenture Trustee incurs fees termination or expenses after the occurrence resignation of a Default specified in Section 5.1(a)(v) or Section 5.1(a)(vi) with respect to the Issuer, such fees and 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

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. 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. (b) The payment obligations to the Indenture Trustee pursuant to this Section 6.7 shall survive the resignation or removal renders services after an Event of the Indenture Trustee and the discharge of this Indenture. (c) When the Indenture Trustee incurs fees or expenses after the occurrence of a Default specified in Section 5.1(a)(v6.1(k) or Section 5.1(a)(vi(l) with respect to occurs, the Issuer, such fees expenses and expenses the compensation for the services are intended to constitute expenses of administration under Title 11 any Bankruptcy Law. The obligations under this Section 7.7 shall survive the resignation and removal of the United States Code Trustee, discharge of this Indenture and, to the extent permitted by applicable law, rejection or any other applicable federal or State termination in 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. (b) The payment obligations to the Indenture Trustee pursuant to this Section 6.7 shall survive the resignation or removal of the Indenture Trustee and the discharge of this Indenture. (c) . When the Indenture Trustee incurs fees or expenses after the occurrence of a Default specified in Section 5.1(a)(v5.1(v) or Section 5.1(a)(vi(vi) with respect to the Issuer, such fees and expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or State 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 foregoing, 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 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 subordinated to the payment in full of all outstanding interest and principal due to the Noteholders. (b) Notwithstanding the foregoing, the Indenture Trustee and the Custodian will 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 or the Custodian, as Administratorapplicable, all was negligent in ascertaining the pertinent facts; (ii) for any action it takes or omits to take in good faith in accordance with directions received by it from the requisite percentage of Noteholders in accordance with the terms herein or in the other applicable Transaction Documents; or (iii) for interest on any money received by the Indenture Trustee except as the Indenture Trustee and the Issuer may agree in writing. (c) The Issuer's payment obligations to the Indenture Trustee pursuant to this Section 6.7 shall be paid by CarMax. (b) The payment obligations to the Indenture Trustee pursuant to this Section SECTION 6.7 shall survive the resignation or removal of the Indenture Trustee and the discharge of this Indenture. (c) . When the Indenture Trustee incurs fees or expenses after the occurrence of a Default specified in Section 5.1(a)(vSECTION 5.1(E) or Section 5.1(a)(vi(I) with respect to the Issuer, such fees and the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or State state bankruptcy, insolvency or similar law.