Common use of Successor Owner Trustees and Additional Owner Trustees Clause in Contracts

Successor Owner Trustees and Additional Owner Trustees. 27 Section 10.1 Eligibility Requirements for Owner Trustee 27 Section 10.2 Resignation or Removal of Owner Trustee 27 Section 10.3 Successor Owner Trustee 28 Section 10.4 Merger or Consolidation of Owner Trustee 28 Section 10.5 Appointment of Co-Trustee or Separate Trustee 29 Section 11.1 Supplements and Amendments 30 Section 11.2 No Legal Title to Owner Trust Estate in Certificateholders 32 Section 11.3 Limitation on Rights of Others 32 Section 11.4 Notices 32 Section 11.5 Severability 32 Section 11.6 Separate Counterparts and Electronic Signature 33 Section 11.7 Successors and Assigns 33 Section 11.8 Covenants of the Depositor 33 Section 11.9 No Petition 33 Section 11.10 No Recourse 33 Section 11.11 Headings 33 Section 11.12 Governing Law; Waiver of Jury Trial 34 Section 11.13 Depositor Payment Obligation 34 Section 11.14 Certificates Nonassessable and Fully Paid 34 Section 11.15 Ratification of Prior Actions 34 Section 11.16 Legal Fees Associated with Indemnification 34 Section 11.17 FinCEN Compliance 34 EXHIBIT A Form of Certificate EXHIBIT B Form of Certificate of Trust AMENDED AND RESTATED TRUST AGREEMENT, dated as of April 1, 2022 (as amended, supplemented or otherwise modified and in effect from time to time, this “Agreement”), between CARMAX AUTO FUNDING LLC, a Delaware limited liability company, as depositor (the “Depositor”), and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as owner trustee and not in its individual capacity (in such capacity, the “Owner Trustee”).

Successor Owner Trustees and Additional Owner Trustees. 27 Section 10.1 SECTION 10.1. Eligibility Requirements for the Owner Trustee 27 Section 10.2 and Issuer Delaware Trustee 18 SECTION 10.2. Resignation or Removal of Owner Either Trustee 27 Section 10.3 18 SECTION 10.3. Successor Owner Trustee 28 Section 10.4 19 SECTION 10.4. Merger or Consolidation of Owner a Trustee 28 Section 10.5 19 SECTION 10.5. Appointment of Co-Trustee or Separate Trustee 29 Section 11.1 Supplements and 20 SECTION 11.1. Amendments 30 Section 11.2 21 SECTION 11.2. No Legal Title to Owner Trust Estate in Certificateholders 32 Section 11.3 Limitation Certificateholder 22 SECTION 11.3. Limitations on Rights of Others 32 Section 11.4 22 SECTION 11.4. Notices 32 Section 11.5 22 SECTION 11.5. Severability 32 Section 11.6 23 SECTION 11.6. Separate Counterparts and Electronic Signature 33 Section 11.7 23 SECTION 11.7. Successors and Assigns 33 Section 11.8 Covenants of the Depositor 33 Section 11.9 23 SECTION 11.8. No Petition 33 Section 11.10 No Recourse 33 Section 11.11 23 SECTION 11.9. Headings 33 Section 11.12 24 SECTION 11.10. Governing Law; Law 24 SECTION 11.11. Waiver of Jury Trial 34 Section 11.13 Depositor Payment Obligation 34 Section 11.14 Certificates Nonassessable 24 SECTION 11.12. Information Requests 25 SECTION 11.13. Form 10-D and Fully Paid 34 Section 11.15 Ratification of Prior Actions 34 Section 11.16 Legal Fees Associated with Indemnification 34 Section 11.17 FinCEN Compliance 34 EXHIBIT Form 10-K Filings 25 SECTION 11.14. Form 8-K Filings 25 SECTION 11.15. Information to Be Provided by the Trustees 25 Exhibit A Form of Certificate EXHIBIT B Form of Certificate of Trust This AMENDED AND RESTATED TRUST AGREEMENT, dated AGREEMENT is made as of April 1November 21, 2022 2018 (as from time to time amended, supplemented or otherwise modified and in effect from time to timeeffect, this “Agreement”)) among VOLKSWAGEN AUTO LEASE/LOAN UNDERWRITTEN FUNDING, between CARMAX AUTO FUNDING LLC, a Delaware limited liability company, as the depositor (the “DepositorSeller”), and WILMINGTON TRUSTCitibank, NATIONAL ASSOCIATIONN.A., a national banking association, as the owner trustee and not in its individual capacity (in such capacity, the “Owner Trustee”), and Citicorp Trust Delaware, National Association, a national banking association, as the issuer Delaware trustee (the “Issuer Delaware Trustee” and together with the Owner Trustee, the “Trustees” and each a “Trustee”).

Successor Owner Trustees and Additional Owner Trustees. 27 Section 10.1 SECTION 10.1. Eligibility Requirements for the Owner Trustee 27 Section 10.2 17 SECTION 10.2. Resignation or Removal of the Owner Trustee 27 Section 10.3 17 SECTION 10.3. Successor Owner Trustee 28 Section 10.4 18 SECTION 10.4. Merger or Consolidation of the Owner Trustee 28 Section 10.5 18 SECTION 10.5. Appointment of Co-Trustee or Separate Trustee 29 Section 11.1 Supplements and 19 SECTION 11.1. Amendments 30 Section 11.2 20 SECTION 11.2. No Legal Title to Owner Trust Estate in Certificateholders 32 Section 11.3 Limitation Certificateholder 21 SECTION 11.3. Limitations on Rights of Others 32 Section 11.4 21 SECTION 11.4. Notices 32 Section 11.5 21 SECTION 11.5. Severability 32 Section 11.6 21 SECTION 11.6. Separate Counterparts and Electronic Signature 33 Section 11.7 22 SECTION 11.7. Successors and Assigns 33 Section 11.8 Covenants of the Depositor 33 Section 11.9 22 SECTION 11.8. No Petition 33 Section 11.10 No Recourse 33 Section 11.11 22 SECTION 11.9. Headings 33 Section 11.12 23 SECTION 11.10. Governing Law; Law 23 SECTION 11.11. Waiver of Jury Trial 34 Section 11.13 Depositor Payment Obligation 34 Section 11.14 Certificates Nonassessable 23 SECTION 11.12. Information Requests 23 SECTION 11.13. Form 10-D and Fully Paid 34 Section 11.15 Ratification of Prior Actions 34 Section 11.16 Legal Fees Associated with Form 10-K Filings 23 SECTION 11.14. Form 8-K Filings 24 SECTION 11.15. Indemnification 34 Section 11.17 FinCEN Compliance 34 EXHIBIT 24 SECTION 11.16. Information to Be Provided by the Owner Trustee 24 Exhibit A Form of Certificate EXHIBIT B Form of Certificate of Trust This AMENDED AND RESTATED TRUST AGREEMENT, dated AGREEMENT is made as of April 1July 3, 2022 2018 (as from time to time amended, supplemented or otherwise modified and in effect from time to timeeffect, this “Agreement”)) between VOLKSWAGEN AUTO LEASE/LOAN UNDERWRITTEN FUNDING, between CARMAX AUTO FUNDING LLC, a Delaware limited liability company, as the depositor (the “DepositorSeller”), and WILMINGTON TRUST, NATIONAL ASSOCIATIONDeutsche Bank Trust Company Delaware, a national Delaware banking associationcorporation (“Trustee Bank”), as the owner trustee and not in its individual capacity (in such capacity, the “Owner Trustee”).

Successor Owner Trustees and Additional Owner Trustees. 27 Section 10.1 SECTION 10.1. Eligibility Requirements for the Owner Trustee 27 Section 10.2 16 SECTION 10.2. Resignation or Removal of the Owner Trustee 27 Section 10.3 16 SECTION 10.3. Successor Owner Trustee 28 Section 10.4 17 SECTION 10.4. Merger or Consolidation of the Owner Trustee 28 Section 10.5 17 SECTION 10.5. Appointment of Co-Trustee or Separate Trustee 29 Section 11.1 Supplements and 18 SECTION 11.1. Amendments 30 Section 11.2 19 SECTION 11.2. No Legal Title to Owner Trust Estate in Certificateholders 32 Section 11.3 Limitation Certificateholder 20 SECTION 11.3. Limitations on Rights of Others 32 Section 11.4 20 SECTION 11.4. Notices 32 Section 11.5 20 SECTION 11.5. Severability 32 Section 11.6 20 SECTION 11.6. Separate Counterparts and Electronic Signature 33 Section 11.7 21 SECTION 11.7. Successors and Assigns 33 Section 11.8 Covenants of the Depositor 33 Section 11.9 21 SECTION 11.8. No Petition 33 Section 11.10 No Recourse 33 Section 11.11 21 SECTION 11.9. Headings 33 Section 11.12 Governing Law; 22 SECTION 11.10. GOVERNING LAW 22 SECTION 11.11. Waiver of Jury Trial 34 Section 11.13 Depositor Payment Obligation 34 Section 11.14 Certificates Nonassessable 22 SECTION 11.12. Information Requests 22 SECTION 11.13. Form 10-D and Fully Paid 34 Section 11.15 Ratification of Prior Actions 34 Section 11.16 Legal Fees Associated with Form 10-K Filings 22 SECTION 11.14. Form 8-K Filings 23 SECTION 11.15. Indemnification 34 Section 11.17 FinCEN Compliance 34 EXHIBIT 23 SECTION 11.16. Information to Be Provided by the Owner Trustee 24 Exhibit A Form of Certificate EXHIBIT B Form of Certificate of Trust This AMENDED AND RESTATED TRUST AGREEMENT, dated AGREEMENT is made as of April 1, 2022 [ ] (as from time to time amended, supplemented or otherwise modified and in effect from time to timeeffect, this “Agreement”)) between VOLKSWAGEN AUTO LEASE/LOAN UNDERWRITTEN FUNDING, between CARMAX AUTO FUNDING LLC, a Delaware limited liability company, as the depositor (the “DepositorSeller”), and WILMINGTON TRUST, NATIONAL ASSOCIATION[ ], a national [Delaware banking associationcorporation] (“Trustee Bank”), as the owner trustee and not in its individual capacity (in such capacity, the “Owner Trustee”).

Successor Owner Trustees and Additional Owner Trustees. 27 Section 10.1 Eligibility Requirements for Owner Trustee 27 Section 10.2 12.01 Resignation or Removal of Owner Trustee 27 Section 10.3 Successor Owner Trustee 28 Section 10.4 Merger or Consolidation of Owner Trustee 28 Section 10.5 Trustee; Appointment of Co-Trustee or Separate Trustee Successor 29 Section 11.1 12.02 Appointment of Additional Owner Trustees 30 Section 13.01 Tax Matters Partner 30 Section 13.02 Notice of Tax Audit 31 Section 13.03 Authority to Extend Period for Assessing Tax 31 Section 13.04 Choice of Forum for Filing Petition for Readjustment 31 Section 13.05 Authority to Bind Owners by Settlement Agreement 31 Section 13.06 Notices Sent to the Internal Revenue Service 31 Section 13.07 Indemnification of Tax Matters Partner 31 Section 13.08 Approval of Tax Matters Partner's Decisions 31 Section 13.09 Participation by Owners in Internal Revenue Service Administrative 31 Proceedings Section 14.01 Supplements and Amendments 30 32 Section 11.2 14.02 No Legal Title to Trust Property in Owner Trust Estate in Certificateholders 32 Section 11.3 Limitation 14.03 Pledge of Collateral by Owner Trustee is Binding 32 Section 14.04 Limitations on Rights of Others 32 33 Section 11.4 14.05 Notices 32 33 Section 11.5 14.06 Severability 32 33 Section 11.6 14.07 Separate Counterparts and Electronic Signature 33 Section 11.7 14.08 Successors and Assigns 33 Section 11.8 Covenants of the Depositor 33 Section 11.9 No Petition 33 Section 11.10 No Recourse 33 Section 11.11 14.09 Headings 33 Section 11.12 Governing Law; Waiver of Jury Trial 34 Section 11.13 Depositor Payment Obligation 14.10 Governing Law 34 Section 11.14 Certificates Nonassessable and Fully Paid 14.11 General Interpretive Principles 34 Section 11.15 Ratification of Prior Actions 34 Section 11.16 Legal Fees Associated with Indemnification 34 Section 11.17 FinCEN Compliance 34 SCHEDULE A CAPITAL CONTRIBUTIONS, INITIAL SHARING RATIOS AND PERCENTAGE INTERESTS SCHEDULE B LOAN ORIGINATORS SCHEDULE C LOAN PURCHASE AGREEMENTS SCHEDULE D GUARANTY AGREEMENTS EXHIBIT A Form of Certificate 1 FORM OF TRUST CERTIFICATE EXHIBIT B Form of Certificate of Trust AMENDED AND RESTATED 2 FORM OF ACCESSION AGREEMENT TRUST AGREEMENT, dated as of April 1March 8, 2022 (as amended2007, supplemented or otherwise modified and in effect from time to time, this “Agreement”), between CARMAX AUTO FUNDING among The National Collegiate Funding LLC, a Delaware limited liability company, as depositor company (the “Depositor”), and WILMINGTON TRUSTThe Education Resources Institute, NATIONAL ASSOCIATIONInc., a national private non­profit corporation organized under Chapter 180 of the Massachusetts General Laws, and Wilmington Trust Company, a Delaware banking association, as owner trustee and not in its individual capacity corporation (in such capacity, the “Owner Trustee”).

Successor Owner Trustees and Additional Owner Trustees. 27 Section 10.1 SECTION 10.1. Eligibility Requirements for the Owner Trustee 27 Section 10.2 16 SECTION 10.2. Resignation or Removal of the Owner Trustee 27 Section 10.3 16 SECTION 10.3. Successor Owner Trustee 28 Section 10.4 17 SECTION 10.4. Merger or Consolidation of the Owner Trustee 28 Section 10.5 17 SECTION 10.5. Appointment of Co-Trustee or Separate Trustee 29 Section 11.1 Supplements and 17 SECTION 11.1. Amendments 30 Section 11.2 19 SECTION 11.2. No Legal Title to Owner Trust Estate in Certificateholders 32 Section 11.3 Limitation Certificateholder 20 SECTION 11.3. Limitations on Rights of Others 32 Section 11.4 20 SECTION 11.4. Notices 32 Section 11.5 20 SECTION 11.5. Severability 32 Section 11.6 20 SECTION 11.6. Separate Counterparts and Electronic Signature 33 Section 11.7 21 SECTION 11.7. Successors and Assigns 33 Section 11.8 Covenants of the Depositor 33 Section 11.9 21 SECTION 11.8. No Petition 33 Section 11.10 No Recourse 33 Section 11.11 21 SECTION 11.9. Headings 33 Section 11.12 22 SECTION 11.10. Governing Law; Law 22 SECTION 11.11. Waiver of Jury Trial 34 Section 11.13 Depositor Payment Obligation 34 Section 11.14 Certificates Nonassessable 22 SECTION 11.12. Information Requests 22 SECTION 11.13. Form 10-D and Fully Paid 34 Section 11.15 Ratification of Prior Actions 34 Section 11.16 Legal Fees Associated with Form 10-K Filings 22 SECTION 11.14. Form 8-K Filings 23 SECTION 11.15. Indemnification 34 Section 11.17 FinCEN Compliance 34 EXHIBIT 23 SECTION 11.16. Information to Be Provided by the Owner Trustee 24 Exhibit A Form of Certificate EXHIBIT B Form of Certificate of Trust This AMENDED AND RESTATED TRUST AGREEMENT, dated AGREEMENT is made as of April 1, 2022 [ ] (as from time to time amended, supplemented or otherwise modified and in effect from time to timeeffect, this “Agreement”)) between VOLKSWAGEN AUTO LEASE/LOAN UNDERWRITTEN FUNDING, between CARMAX AUTO FUNDING LLC, a Delaware limited liability company, as the depositor (the “DepositorSeller”), and WILMINGTON TRUST, NATIONAL ASSOCIATION[ ], a national [Delaware banking associationcorporation] (“Trustee Bank”), as the owner trustee and not in its individual capacity (in such capacity, the “Owner Trustee”).

Successor Owner Trustees and Additional Owner Trustees. 27 Section 10.1 SECTION 10.1. Eligibility Requirements for the Owner Trustee 27 Section 10.2 17 SECTION 10.2. Resignation or Removal of the Owner Trustee 27 Section 10.3 17 SECTION 10.3. Successor Owner Trustee 28 Section 10.4 18 SECTION 10.4. Merger or Consolidation of the Owner Trustee 28 Section 10.5 18 SECTION 10.5. Appointment of Co-Trustee or Separate Trustee 29 Section 11.1 Supplements and 19 SECTION 11.1. Amendments 30 Section 11.2 20 SECTION 11.2. No Legal Title to Owner Trust Estate in Certificateholders 32 Section 11.3 Limitation Certificateholder 21 SECTION 11.3. Limitations on Rights of Others 32 Section 11.4 21 SECTION 11.4. Notices 32 Section 11.5 21 SECTION 11.5. Severability 32 Section 11.6 21 SECTION 11.6. Separate Counterparts and Electronic Signature 33 Section 11.7 22 SECTION 11.7. Successors and Assigns 33 Section 11.8 Covenants of the Depositor 33 Section 11.9 22 SECTION 11.8. No Petition 33 Section 11.10 No Recourse 33 Section 11.11 22 SECTION 11.9. Headings 33 Section 11.12 23 SECTION 11.10. Governing Law; Law 23 SECTION 11.11. Waiver of Jury Trial 34 Section 11.13 Depositor Payment Obligation 34 Section 11.14 Certificates Nonassessable 23 SECTION 11.12. Information Requests 23 SECTION 11.13. Form 10-D and Fully Paid 34 Section 11.15 Ratification of Prior Actions 34 Section 11.16 Legal Fees Associated with Indemnification 34 Section 11.17 FinCEN Compliance 34 EXHIBIT Form 10-K Filings 23 SECTION 11.14. Form 8-K Filings 24 SECTION 11.15. Information to Be Provided by the Owner Trustee 24 Exhibit A Form of Certificate EXHIBIT B Form of Certificate of Trust This AMENDED AND RESTATED TRUST AGREEMENT, dated AGREEMENT is made as of April 1July 3, 2022 2018 (as from time to time amended, supplemented or otherwise modified and in effect from time to timeeffect, this “Agreement”)) between VOLKSWAGEN AUTO LEASE/LOAN UNDERWRITTEN FUNDING, between CARMAX AUTO FUNDING LLC, a Delaware limited liability company, as the depositor (the “DepositorSeller”), and WILMINGTON TRUST, NATIONAL ASSOCIATIONDeutsche Bank Trust Company Delaware, a national Delaware banking associationcorporation (“Trustee Bank”), as the owner trustee and not in its individual capacity (in such capacity, the “Owner Trustee”).

Successor Owner Trustees and Additional Owner Trustees. 27 Section 10.1 Eligibility Requirements for For Owner Trustee 27 30 Section 10.2 Resignation or Or Removal of Of Owner Trustee 27 30 Section 10.3 Successor Owner Trustee 28 Section 10.4 Merger or Or Consolidation of Of Owner Trustee 28 Section 10.5 Appointment of Of Co-Owner Trustee or Or Separate Owner Trustee 29 Section 11.1 Supplements and And Amendments 30 Section 11.2 No Legal Title to Owner To Trust Estate in Certificateholders 32 In Owners Section 11.3 Limitation on Limitations On Rights of Of Others 32 35 Section 11.4 Notices 32 Section 11.5 Severability 32 Section 11.6 Separate Counterparts and Electronic Signature 33 35 Section 11.7 Successors and And Assigns 33 Section 11.8 Covenants of the Depositor 33 No Petition Section 11.9 No Petition 33 Recourse Section 11.10 No Recourse 33 Headings 36 Section 11.11 Headings 33 GOVERNING LAW 36 Section 11.12 Governing Law; Waiver of Jury Trial 34 Residual Interest Transfer Restrictions Section 11.13 Depositor Payment Obligation 34 Section 11.14 Certificates Nonassessable and Fully Paid 34 Section 11.15 Ratification of Prior Actions 34 Section 11.16 Legal Fees Associated with Indemnification 34 Section 11.17 FinCEN Compliance 34 [Third-Party Beneficiary 36 EXHIBIT A Form of Residual Interest Certificate EXHIBIT B Form of Certificate of Trust AMENDED AND RESTATED THIS OWNER TRUST AGREEMENT, dated as of April 1_________, 2022 200__ (as amended, supplemented or otherwise modified and in effect from time to time, this “Agreement”), between CARMAX AUTO FUNDING LLCamong HSI ASSET SECURITIZATION CORPORATION, a Delaware limited liability companycorporation, as depositor Depositor (the “Depositor”), and WILMINGTON TRUST, NATIONAL ASSOCIATION_________________________, a national banking association____________________ (the “Company”), _________________________, a ____________________, as owner trustee and not in its individual capacity Owner Trustee (in such capacity, the “Owner Trustee”) and _________________________, a ____________________ (the “Paying Agent”).

Successor Owner Trustees and Additional Owner Trustees. 27 Section 10.1 9.01 Eligibility Requirements for Owner Trustee 27 Section 10.2 Resignation or Removal 9.02 Replacement of Owner Trustee 27 Section 10.3 9.03 Successor Owner Trustee 28 Section 10.4 9.04 Merger or Consolidation of Owner Trustee 28 Section 10.5 9.05 Appointment of Co-Trustee or Separate Trustee 29 ARTICLE X Miscellaneous Section 11.1 Supplements and 10.01 Amendments 30 Section 11.2 10.02 No Legal Title to Owner Trust Estate in Certificateholders 32 Section 11.3 Limitation 10.03 Limitations on Rights of Others 32 Section 11.4 10.04 Notices 32 Section 11.5 10.05 Severability 32 Section 11.6 10.06 Separate Counterparts and Electronic Signature 33 Section 11.7 10.07 Successors and Assigns 33 Section 11.8 Covenants of the Depositor 33 Section 11.9 10.08 No Petition 33 Section 11.10 10.09 No Recourse 33 Section 11.11 10.10 Headings 33 Section 11.12 Governing Law; Waiver of Jury Trial 34 10.11 GOVERNING LAW Section 11.13 Depositor Payment Obligation 34 Section 11.14 Certificates Nonassessable and Fully Paid 34 Section 11.15 Ratification of Prior Actions 34 Section 11.16 Legal Fees Associated with Indemnification 34 Section 11.17 FinCEN Compliance 34 10.12 Integration EXHIBIT Exhibit A - Form of Certificate EXHIBIT Exhibit B Form of - Certificate of Trust AMENDED AND RESTATED TRUST AGREEMENTof ______ Trust Series ____-__ Exhibit C - Form of 144A Investment Representation Exhibit D - Form of Investor Representation Letter Exhibit E - Form of Transferor Representation Letter Exhibit F - Form of ERISA Representation Letter This Owner Trust Agreement, dated as of April 1, 2022 _________________ (as amended, supplemented or otherwise modified and in effect amended from time to time, this “"Owner Trust Agreement”"), between CARMAX AUTO FUNDING LLCGE-WMC MORTGAGE SECURITIES, a Delaware limited liability companyL.L.C., as depositor (the “"Depositor”), ") and WILMINGTON TRUST, NATIONAL ASSOCIATION[NAME OF OWNER TRUSTEE], a national banking association, as owner trustee and not in its individual capacity (in such capacity, the “"Owner Trustee”")., WITNESSETH THAT:

Successor Owner Trustees and Additional Owner Trustees. 27 Section SECTION 10.1 Eligibility Requirements for Owner Trustee and Delaware Trustee 27 Section SECTION 10.2 Resignation or Removal of Owner Trustee 27 Section 28 SECTION 10.3 Successor Owner Trustee 28 Section SECTION 10.4 Merger or Consolidation of Owner Trustee 28 Section 29 SECTION 10.5 Appointment of Co-Trustee or Separate Trustee 29 Section SECTION 10.6 Delaware Trustee 30 SECTION 11.1 Supplements and Amendments 30 Section 33 SECTION 11.2 No Legal Title to Owner Trust Estate in Certificateholders 32 Section 34 SECTION 11.3 Limitation on Rights of Others 32 Section 35 SECTION 11.4 Notices 32 Section 35 SECTION 11.5 Severability 32 Section 35 SECTION 11.6 Separate Counterparts and Electronic Signature 33 Section 35 SECTION 11.7 Successors and Assigns 33 Section 36 SECTION 11.8 Covenants of the Depositor 33 Section 36 SECTION 11.9 No Petition 33 Section 36 SECTION 11.10 No Recourse 33 Section 36 SECTION 11.11 Headings 33 Section 36 SECTION 11.12 Governing Law; Waiver of Jury Trial 34 Section 36 SECTION 11.13 Depositor Payment Obligation 34 Section 36 SECTION 11.14 Certificates Nonassessable and Fully Paid 34 Section 37 SECTION 11.15 Ratification of Prior Actions 34 Section 11.16 Legal Fees Associated with Indemnification 34 Section 11.17 FinCEN Compliance 34 37 EXHIBIT A Form of Certificate EXHIBIT B Form of Certificate of Trust EXHIBIT C Form of Repurchase Request Notice AMENDED AND RESTATED TRUST AGREEMENT, dated as of April September 1, 2022 2011 (as amended, supplemented or otherwise modified and in effect from time to time, this “Agreement”), between among CARMAX AUTO FUNDING LLC, a Delaware limited liability company, as depositor (the “Depositor”), and WILMINGTON TRUST, NATIONAL ASSOCIATIONBNY MELLON TRUST OF DELAWARE, a national Delaware banking associationcorporation, as Delaware trustee and not in its individual capacity (in such capacity, the “Delaware Trustee”), and THE BANK OF NEW YORK MELLON, a New York banking corporation, as owner trustee and not in its individual capacity (in such capacity, the “Owner Trustee”).

Successor Owner Trustees and Additional Owner Trustees. 27 Section 10.1 SECTION 9.01. Eligibility Requirements for Owner Trustee 27 Section 10.2 29 SECTION 9.02. Resignation or Removal of Owner Trustee 27 Section 10.3 29 SECTION 9.03. Successor Owner Trustee 28 Section 10.4 29 SECTION 9.04. Merger or Consolidation of Owner Trustee 28 Section 10.5 30 SECTION 9.05. Appointment of Co-Trustee or Separate Trustee 29 Section 11.1 30 ARTICLE X. MISCELLANEOUS SECTION 10.01. Supplements and Amendments 30 Section 11.2 SECTION 10.02. No Legal Title to Owner Trust Estate in Certificateholders 32 Section 11.3 Limitation SECTION 10.03. Pledge of Collateral by Owner Trustee is Binding 33 SECTION 10.04. Limitations on Rights of Others 32 Section 11.4 33 SECTION 10.05. Notices 32 Section 11.5 33 SECTION 10.06. Severability 32 Section 11.6 34 SECTION 10.07. Separate Counterparts and Electronic Signature 33 Section 11.7 34 SECTION 10.08. Successors and Assigns 33 Section 11.8 Covenants of the Depositor 33 Section 11.9 34 SECTION 10.09. Headings 34 SECTION 10.10. Governing Law 34 SECTION 10.11. No Petition 33 Section 11.10 Petition. 34 SECTION 10.12. No Recourse 33 Section 11.11 Headings 33 Section 11.12 Governing Law; Waiver 35 ARTICLE XI. OFFICERS SECTION 11.01. Appointment of Jury Trial 34 Section 11.13 Depositor Payment Obligation 34 Section 11.14 Certificates Nonassessable and Fully Paid 34 Section 11.15 Ratification of Prior Actions 34 Section 11.16 Legal Fees Associated with Indemnification 34 Section 11.17 FinCEN Compliance 34 EXHIBIT Officers SECTION 11.02. Officers to Provide Information to the Owner Trustee Exhibit A – Form of Trust Certificate EXHIBIT Exhibit B – [Reserved] Exhibit C – Form of Certificate of Trust AMENDED AND RESTATED Exhibit D-1 – Form of Rule 144A Investment Letter Exhibit D-2 – Form of Accredited Investor Investment Letter Exhibit E – Form of ERISA Transfer Affidavit This TRUST AGREEMENT, dated as of April July 1, 2022 (as amended2005, supplemented or otherwise modified by and in effect from time to timeamong GREENWICH CAPITAL ACCEPTANCE, this “Agreement”), between CARMAX AUTO FUNDING LLCINC., a Delaware limited liability company, as depositor corporation (the “Depositor”), WILMINGTON TRUST COMPANY, a Delaware banking corporation, as Owner Trustee (the “Owner Trustee”), and WILMINGTON TRUSTXXXXX FARGO BANK, NATIONAL ASSOCIATIONN.A., a national banking association, as owner trustee and not in its individual capacity Trust Administrator (in such capacity, the “Owner TrusteeTrust Administrator”).