Common use of Term of Agreement; Resignation and Removal of Administrator Clause in Contracts

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in full force and effect until the dissolution of the Issuer, upon which event this Agreement shall automatically terminate. (b) Subject to Sections 9(e) and 9(f), the Administrator may resign its duties hereunder by providing the Issuer with at least sixty (60) days’ prior written notice. (c) Subject to Sections 9(e) and 9(f), the Issuer may remove the Administrator without cause by providing the Administrator with at least sixty (60) days’ prior written notice; provided, however, that in the event the Servicer is removed as the Servicer pursuant to Section 8.1 of the Sale and Servicing Agreement following the occurrence of an Event of Servicing Termination, the Servicer shall be simultaneously removed as Administrator hereunder. (d) Subject to Sections 9(e) and 9(f), at the sole option of the Issuer, the Issuer may remove the Administrator immediately upon written notice of termination from the Issuer to the Administrator if any of the following events shall occur and be continuing: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within ten (10) days (or, if such default cannot be cured in such time, shall not give within ten (10) days such assurance of cure as shall be reasonably satisfactory to the Issuer); (ii) a court having jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within sixty (60) days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect or appoint a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official for the Administrator or any substantial part of its property or order the winding-up or liquidation of its affairs; or (iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official for the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due. If any of the events specified in clauses (ii) or (iii) of this Section 9(d) shall occur, the Administrator shall give written notice thereof to the Issuer and the Indenture Trustee within seven (7) days after the occurrence of such event. (e) No resignation or removal of the Administrator pursuant to Section 9(d) shall be effective until (i) a successor Administrator shall have been appointed by the Issuer and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. In the event that the Indenture Trustee is the successor Administrator, CarMax’s payment obligations pursuant to Sections 5.16(a) and 6.7(a) of the Indenture shall survive any termination, resignation or removal of CarMax as Administrator. (f) The appointment of any successor Administrator shall be effective only after satisfaction of the Rating Agency Condition with respect to such appointment. (g) Subject to Sections 9(e), 9(f) and 20, the Administrator acknowledges that upon the appointment of a Successor Servicer pursuant to the Sale and Servicing Agreement the Administrator shall immediately resign and such Successor Servicer shall automatically become the Administrator under this Agreement.

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in full force and effect until the dissolution of the Issuer, upon which event this Agreement shall automatically terminate. (ba) Subject to Sections 9(e1.09(d) and 9(f1.09(e), the Administrator may resign its duties hereunder by providing the Issuer with at least sixty (60) days’ prior written notice. (cb) Subject to Sections 9(e1.09(d) and 9(f1.09(e), the Issuer may remove the Administrator without cause by providing the Administrator with at least sixty (60) days’ prior written notice; provided, however, that in the event the Servicer is removed as the Servicer pursuant to Section 8.1 of the Sale and Servicing Agreement following the occurrence of an Event of Servicing Termination, the Servicer shall be simultaneously removed as Administrator hereunder. (dc) Subject to Sections 9(e1.09(d) and 9(f1.09(e), at the sole option of the Issuer, the Issuer Administrator may remove the Administrator be removed immediately upon written notice of termination from the Issuer to the Administrator if any of the following events shall occur and be continuingoccur: (i) the Administrator shall default fail to perform in the performance of any respect any of its duties covenants or agreements under this Agreement andAgreement, which failure materially and adversely affects the rights of the Issuer or the Noteholders, and which continues unremedied for ninety (90) days after discovery thereof by the Administrator or receipt by the Administrator of written notice of such default, shall not cure such default within ten the failure from the Indenture Trustee (10acting at the direction of the Noteholders of at least 25% of the Outstanding Amount) days (or from the Noteholders of at least 25% of the Outstanding Amount; or, if such default cannot be cured in such time, shall not give within ten (10) days such assurance of cure as shall be reasonably satisfactory to the Issuer); (ii) any event of insolvency occurs such that, with respect to the Administrator, (A) the filing of a decree or order for relief by a court having jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within sixty (60) days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect or appoint a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official for the Administrator or any substantial part of its property or order the winding-up or liquidation of its affairs; or (iii) the Administrator shall commence a voluntary in an involuntary case under any applicable federal or state bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Administrator or for any substantial part of its property, or ordering the winding-up or liquidation of the Administrator’s affairs, and such decree or order shall remain unstayed and in effect for a period of ninety (90) consecutive days; or (B) the commencement by the Administrator of a voluntary case under any applicable federal or state bankruptcy, insolvency or other similar law now or hereafter in effect, or the consent by the Administrator to the entry of an order for relief in an involuntary case under any such law, shall or the consent by the Administrator to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, custodian, sequestrator or other similar official for the Administrator or for any substantial part of its property, shall consent to or the taking making by the Administrator of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors creditors, or shall fail the failure by the Administrator generally to pay its debts as they such debts become due, or the taking of action by the Administrator in furtherance of any of the foregoing. If The Administrator agrees that if any of the events specified in clauses clause (ii) or (iii) of this Section 9(d) above shall occur, the Administrator it shall give written notice thereof to the Issuer and the Indenture Trustee within seven ten (710) days Business Days after the occurrence of such event. (ed) No resignation or removal of the Administrator pursuant to this Section 9(d) shall be effective until (i) a successor Administrator shall have been appointed by the Issuer and Issuer, (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. In hereunder and (iii) such successor Administrator shall have agreed to coordinate with the event that Depositor or AHFC regarding communications to the Indenture Trustee is the successor Administrator, CarMax’s payment obligations pursuant to Sections 5.16(a) and 6.7(a) of the Indenture shall survive any termination, resignation or removal of CarMax as AdministratorRating Agencies. (fe) The appointment of any successor Administrator shall be effective only after satisfaction of the Rating Agency Condition with respect to such the proposed appointment. (gf) Subject to Sections 9(e), 9(f1.09(d) and 201.09(e), the Administrator acknowledges that upon the appointment of a Successor successor Servicer pursuant to the Sale and Servicing Agreement Agreement, the Administrator shall immediately resign and such Successor successor Servicer shall automatically become the Administrator under this Agreement. (g) The Issuer, subject to Section 1.13 hereof, may waive in writing any failure by the Administrator in the performance of its obligations hereunder and its consequences. Upon any such waiver of a past failure by the Administrator, such failure shall cease to exist, and any failure arising therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other failure by the Administrator or impair any right consequent thereon.

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in full force and effect until the dissolution of the Issuer, upon which event this Agreement shall automatically terminate. (ba) Subject to Sections 9(e1.09(d) and 9(f1.09(e), the Administrator may resign its duties hereunder by providing the Issuer with at least sixty (60) 60 days’ prior written notice. (cb) Subject to Sections 9(e1.09(d) and 9(f1.09(e), the Issuer may remove the Administrator without cause by providing the Administrator with at least sixty (60) 60 days’ prior written notice; provided, however, that in the event the Servicer is removed as the Servicer pursuant to Section 8.1 of the Sale and Servicing Agreement following the occurrence of an Event of Servicing Termination, the Servicer shall be simultaneously removed as Administrator hereunder. (dc) Subject to Sections 9(e1.09(d) and 9(f1.09(e), at the sole option of the Issuer, the Issuer Administrator may remove the Administrator be removed immediately upon written notice of termination from the Issuer to the Administrator if any of the following events shall occur and be continuingoccur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within ten (10) days (or, if such default cannot be cured in such time, shall not give within ten (10) days such assurance of cure as shall be reasonably satisfactory to the Issuer); (ii) a court having jurisdiction in the premises shall enter existence of any proceeding or action, or the entry of a decree or order for relief, and such decree relief by a court or order shall not have been vacated within sixty (60) days, in respect of regulatory authority having jurisdiction over the Administrator in any an involuntary case under any applicable bankruptcythe federal bankruptcy laws, insolvency or other similar law as now or hereafter in effect effect, or appoint appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official for of the Administrator or of any substantial part of its property property, or order ordering the winding-winding up or liquidation of its affairs; orthe affairs of the Administrator and the continuance of any such action, proceeding, decree or order unstayed and, in the case of any such order or decree, in effect for a period of 90 consecutive days; (iii) the commencement by the Administrator shall commence of a voluntary case under any applicable bankruptcythe federal bankruptcy laws, insolvency or other similar law as now or hereafter in effect, shall or the consent to by the entry of an order for relief in an involuntary case under any such law, shall consent Administrator to the appointment of or taking of possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official for of the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general property or the making by the Administrator of an assignment for the benefit of creditors or shall fail the failure by the Administrator generally to pay its debts as they such debts become duedue or the taking of corporate action by the Administrator in furtherance of any of the foregoing; or (iv) any failure by the Administrator to deliver any information, report, certification, compliance certificate, attestation or accountants’ letter when and as required under Section 1.21 which continues unremedied for fifteen (15) calendar days after the date on which such information, report, certification, compliance certificate, attestation or accountants’ letter was required to be delivered. If The Administrator agrees that if any of the events specified in clauses (ii) or (iii) of this Section 9(d) above shall occur, the Administrator it shall give written notice thereof to the Issuer and the Indenture Trustee within seven (7) days after the occurrence of such event. (ed) No resignation or removal of the Administrator pursuant to this Section 9(d) shall be effective until (i) a successor Administrator shall have been appointed by the Issuer and Issuer, (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. In hereunder and (iii) such successor Administrator shall have agreed to coordinate with the event that Depositor or AHFC regarding communications to the Indenture Trustee is the successor Administrator, CarMax’s payment obligations pursuant to Sections 5.16(a) and 6.7(a) of the Indenture shall survive any termination, resignation or removal of CarMax as AdministratorRating Agencies. (fe) The appointment of any successor Administrator shall be effective only after satisfaction of the Rating Agency Condition with respect to such the proposed appointment. (gf) Subject to Sections 9(e), 9(f1.09(d) and 201.09(e), the Administrator acknowledges that upon the appointment of a Successor successor Servicer pursuant to the Sale and Servicing Agreement Agreement, the Administrator shall immediately resign and such Successor successor Servicer shall automatically become the Administrator under this Agreement.

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in full force and effect until the dissolution termination of the Issuer, upon which event this Agreement shall automatically terminate, except for Sections 1(a)(ii)(C), 1(a)(ii)(D), 1(a)(ii)(G) and 21 hereof, which shall each survive termination of this Agreement. (b) Subject to Sections 9(e8(e) and 9(f8(f), the Administrator may resign its duties hereunder by providing the Issuer with at least sixty (60) 30 days’ , prior written notice. (c) Subject to Sections 9(e8(e) and 9(f8(f), the Issuer may remove the Administrator without cause by providing the Administrator with at least sixty (60) days’ 30 days prior written notice; provided, however, that in the event the Servicer is removed as the Servicer pursuant to Section 8.1 of the Sale and Servicing Agreement following the occurrence of an Event of Servicing Termination, the Servicer shall be simultaneously removed as Administrator hereunder. (d) Subject to Sections 9(e8(e) and 9(f8(f), at the sole option of the Issuer, the Issuer Administrator may remove the Administrator be removed immediately upon written notice of termination from the Issuer to the Administrator if any of the following events shall occur and be continuingoccur: (i) the Administrator shall default fail to perform in the performance of any material respect any of its duties under this Agreement and, after notice of such default, shall not cure such default within ten (10) 10 days (or, if such default cannot be cured in such time, shall not give within ten (10) such 10 days such assurance of timely and complete cure as shall be reasonably satisfactory to the Issuer); (ii) the entry of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises shall enter for the appointment of a decree trustee in bankruptcy, conservator, receiver or order liquidator for reliefthe Administrator (or, so long as the Administrator is TMCC, the Seller) in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding up or liquidation of their respective affairs, and the continuance of any such decree or order shall not have been vacated within sixty (60) days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter unstayed and in effect or appoint for a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official for the Administrator or any substantial part period of its property or order the winding-up or liquidation of its affairs90 consecutive days; or (iii) the consent by the Administrator shall commence a voluntary case under any applicable bankruptcy(or, insolvency or other similar law now or hereafter in effectso long as the Administrator is TMCC, shall consent to the entry of an order for relief in an involuntary case under any such law, shall consent Seller) to the appointment of a receivertrustee in bankruptcy, liquidatorconservator or receiver or liquidator in any bankruptcy, assigneeinsolvency, trusteereadjustment of debt, custodian, sequestrator marshalling of assets and liabilities or other similar official for proceedings of or relating to the Administrator (or, so long as the Administrator is TMCC, the Seller) of or any substantial part relating to substantially all of its their property, or the Administrator (or, so long as the Administrator is TMCC, the Seller) shall consent admit in writing its inability to the taking of possession by any such official pay its debts generally as they become due, file a petition to take advantage of any substantial part of its propertyapplicable insolvency or reorganization statute, shall make any general an assignment for the benefit of creditors its creditors, or shall fail generally to pay voluntarily suspend payment of its debts as they become dueobligations. If The Administrator agrees that if any of the events specified in clauses (ii) or (iii) of this Section 9(d) shall occur, the Administrator it shall give written notice thereof to the Issuer Issuer, the Owner Trustee and the Indenture Trustee within seven (7) days after the occurrence of such event. (e) No resignation or removal of the Administrator pursuant to this Section 9(d) shall be effective until (i) a successor Administrator shall have been appointed by the Issuer and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. In the event that the Indenture Trustee is the successor Administrator, CarMax’s payment obligations pursuant to Sections 5.16(a) and 6.7(a) of the Indenture shall survive any termination, resignation or removal of CarMax as Administrator. (f) The appointment of any successor Administrator shall be effective only after satisfaction of the Rating Agency Condition with respect to such appointmenthas been satisfied. (g) Subject to Sections 9(e), 9(fSection 8(e) and 208(f), the Administrator acknowledges that upon the appointment of a Successor Servicer pursuant to the Sale and Servicing Agreement Agreement, the Administrator shall immediately resign and such Successor Servicer shall automatically become succeed to the rights, duties and obligations of the Administrator under this Agreement.

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in full force and effect until the dissolution of the Issuer, upon which event this Agreement shall automatically terminate. (ba) Subject to Sections 9(e1.09(d) and 9(f1.09(e), the Administrator may resign its duties hereunder by providing the Issuer with at least sixty (60) days’ prior written notice. (cb) Subject to Sections 9(e1.09(d) and 9(f1.09(e), the Issuer may remove the Administrator without cause by providing the Administrator with at least sixty (60) days’ prior written notice; provided, however, that in the event the Servicer is removed as the Servicer pursuant to Section 8.1 of the Sale and Servicing Agreement following the occurrence of an Event of Servicing Termination, the Servicer shall be simultaneously removed as Administrator hereunder. (dc) Subject to Sections 9(e1.09(d) and 9(f1.09(e), at the sole option of the Issuer, the Issuer Administrator may remove the Administrator be removed immediately upon written notice of termination from the Issuer to the Administrator if any of the following events shall occur and be continuingoccur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within ten (10) days Business Days (or, if such default cannot be cured in such time, shall not give within ten (10) days Business Days such assurance of cure as shall be reasonably satisfactory to the Issuer); (ii) a court having jurisdiction in the premises shall enter existence of any proceeding or action, or the entry of a decree or order for relief, and such decree relief by a court or order shall not have been vacated within sixty (60) days, in respect of regulatory authority having jurisdiction over the Administrator in any an involuntary case under any applicable bankruptcythe federal bankruptcy laws, insolvency or other similar law as now or hereafter in effect effect, or appoint appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official for of the Administrator or of any substantial part of its property property, or order ordering the winding-winding up or liquidation of its affairs; orthe affairs of the Administrator and the continuance of any such action, proceeding, decree or order unstayed and, in the case of any such order or decree, in effect for a period of ninety (90) consecutive calendar days; (iii) the commencement by the Administrator shall commence of a voluntary case under any applicable bankruptcythe federal bankruptcy laws, insolvency or other similar law as now or hereafter in effect, shall or the consent to by the entry of an order for relief in an involuntary case under any such law, shall consent Administrator to the appointment of or taking of possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official for of the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general property or the making by the Administrator of an assignment for the benefit of creditors or shall fail the failure by the Administrator generally to pay its debts as they such debts become duedue or the taking of corporate action by the Administrator in furtherance of any of the foregoing; or (iv) any failure by the Administrator to deliver any information, report, certification, compliance certificate, attestation or accountants’ letter when and as required under Section 1.21 which continues unremedied for fifteen (15) days after the date on which such information, report, certification, compliance certificate, attestation or accountants’ letter was required to be delivered. If The Administrator agrees that if any of the events specified in clauses (ii) or (iii) of this Section 9(d) above shall occur, the Administrator it shall give written notice thereof to the Issuer and the Indenture Trustee within seven ten (710) days Business Days after the occurrence of such event. (ed) No resignation or removal of the Administrator pursuant to this Section 9(d) shall be effective until (i) a successor Administrator shall have been appointed by the Issuer and Issuer, (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. In hereunder and (iii) such successor Administrator shall have agreed to coordinate with the event that Depositor or AHFC regarding communications to the Indenture Trustee is the successor Administrator, CarMax’s payment obligations pursuant to Sections 5.16(a) and 6.7(a) of the Indenture shall survive any termination, resignation or removal of CarMax as AdministratorRating Agencies. (fe) The appointment of any successor Administrator shall be effective only after satisfaction of the Rating Agency Condition with respect to such the proposed appointment. (gf) Subject to Sections 9(e), 9(f1.09(d) and 201.09(e), the Administrator acknowledges that upon the appointment of a Successor successor Servicer pursuant to the Sale and Servicing Agreement Agreement, the Administrator shall immediately resign and such Successor successor Servicer shall automatically become the Administrator under this Agreement.

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in full force and effect until the dissolution of the Issuer, upon which event this Agreement shall automatically terminate. (ba) Subject to Sections 9(e1.9(d) and 9(f(e), the Administrator may resign its duties hereunder by providing the Issuer with at least sixty (60) 60 days’ prior written notice. (cb) Subject to Sections 9(e1.9(d) and 9(f(e), the Issuer may remove the Administrator without cause by providing the Administrator with at least sixty (60) 60 days’ prior written notice; provided, however, that in the event the Servicer is removed as the Servicer pursuant to Section 8.1 of the Sale and Servicing Agreement following the occurrence of an Event of Servicing Termination, the Servicer shall be simultaneously removed as Administrator hereunder. (dc) Subject to Sections 9(e1.9(d) and 9(f(e), at the sole option of the Issuer, the Issuer Administrator may remove the Administrator be removed immediately upon written notice of termination from the Issuer to the Administrator if any of the following events shall occur and be continuingoccur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within ten (10) days (or, if such default cannot be cured in such time, shall not give within ten (10) days such assurance of cure as shall be reasonably satisfactory to the Issuer); (ii) a court having jurisdiction in the premises shall enter existence of any proceeding or action, or the entry of a decree or order for relief, and such decree relief by a court or order shall not have been vacated within sixty (60) days, in respect of regulatory authority having jurisdiction over the Administrator in any an involuntary case under any applicable bankruptcythe federal bankruptcy laws, insolvency or other similar law as now or hereafter in effect effect, or appoint appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official for of the Administrator or of any substantial part of its property property, or order ordering the winding-winding up or liquidation of its affairsthe affairs of the Administrator and the continuance of any such action, proceeding, decree or order unstayed and, in the case of any such order or decree, in effect for a period of 90 consecutive days; or (iii) the commencement by the Administrator shall commence of a voluntary case under any applicable bankruptcythe federal bankruptcy laws, insolvency or other similar law as now or hereafter in effect, shall or the consent to by the entry of an order for relief in an involuntary case under any such law, shall consent Administrator to the appointment of or taking of possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official for of the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general property or the making by the Administrator of an assignment for the benefit of creditors or shall fail the failure by the Administrator generally to pay its debts as they such debts become duedue or the taking of corporate action by the Administrator in furtherance of any of the foregoing. If The Administrator agrees that if any of the events specified in clauses (ii) or (iii) of this Section 9(d) above shall occur, the Administrator it shall give written notice thereof to the Issuer and the Indenture Trustee within seven (7) days after the occurrence of such event. (ed) No resignation or removal of the Administrator pursuant to this Section 9(d) shall be effective until (i) a successor Administrator shall have been appointed by the Issuer and Issuer, (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. In hereunder and (iii) such successor Administrator shall have agreed to coordinate with the event that Transferor or BMW FS regarding communication to the Indenture Trustee is the successor Administrator, CarMax’s payment obligations pursuant to Sections 5.16(a) and 6.7(a) of the Indenture shall survive any termination, resignation or removal of CarMax as AdministratorRating Agencies. (fe) The appointment of any successor Administrator shall be effective only after satisfaction of the Rating Agency Condition with respect to such the proposed appointment. (gf) Subject to Sections 9(e), 9(f1.9(d) and 201.9(e), the Administrator acknowledges that upon the appointment of a Successor successor Servicer pursuant to the Sale and Servicing Agreement Agreement, the Administrator shall immediately resign and such Successor successor Servicer shall automatically become the Administrator under this Agreement.

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in full force and effect until the dissolution of the Issuer, upon which event this Agreement shall automatically terminate. (ba) Subject to Sections 9(e1.9(d) and 9(f(e), the Administrator may resign its duties hereunder by providing the Issuer with at least sixty (60) 60 days’ prior written notice. (cb) Subject to Sections 9(e1.9(d) and 9(f(e), the Issuer may remove the Administrator without cause by providing the Administrator with at least sixty (60) 60 days’ prior written notice; provided, however, that in the event the Servicer is removed as the Servicer pursuant to Section 8.1 of the Sale and Servicing Agreement following the occurrence of an Event of Servicing Termination, the Servicer shall be simultaneously removed as Administrator hereunder. (dc) Subject to Sections 9(e1.9(d) and 9(f(e), at the sole option of the Issuer, the Issuer Administrator may remove the Administrator be removed immediately upon written notice of termination from the Issuer to the Administrator if any of the following events shall occur and be continuingoccur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within ten (10) days (or, if such default cannot be cured in such time, shall not give within ten (10) days such assurance of cure as shall be reasonably satisfactory to the Issuer); (ii) a court having jurisdiction in the premises shall enter existence of any proceeding or action, or the entry of a decree or order for relief, and such decree relief by a court or order shall not have been vacated within sixty (60) days, in respect of regulatory authority having jurisdiction over the Administrator in any an involuntary case under any applicable bankruptcythe federal bankruptcy laws, insolvency or other similar law as now or hereafter in effect effect, or appoint appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official for of the Administrator or of any substantial part of its property property, or order ordering the winding-winding up or liquidation of its affairsthe affairs of the Administrator and the continuance of any such action, proceeding, decree or order unstayed and, in the case of any such order or decree, in effect for a period of 90 consecutive days; or (iii) the commencement by the Administrator shall commence of a voluntary case under any applicable bankruptcythe federal bankruptcy laws, insolvency or other similar law as now or hereafter in effect, shall or the consent to by the entry of an order for relief in an involuntary case under any such law, shall consent Administrator to the appointment of or taking of possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official for of the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general property or the making by the Administrator of an assignment for the benefit of creditors or shall fail the failure by the Administrator generally to pay its debts as they such debts become duedue or the taking of corporate action by the Administrator in furtherance of any of the foregoing. If The Administrator agrees that if any of the events specified in clauses (ii) or (iii) of this Section 9(d) above shall occur, the Administrator it shall give written notice thereof to the Issuer and the Indenture Trustee within seven (7) days after the occurrence of such event. (ed) No resignation or removal of the Administrator pursuant to this Section 9(d) shall be effective until (i) a successor Administrator shall have been appointed by the Issuer and Issuer, (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. In hereunder and (iii) such successor Administrator shall have agreed to coordinate with the event that Transferor or BMW FS regarding communication to the Indenture Trustee is the successor Administrator, CarMax’s payment obligations pursuant to Sections 5.16(a) and 6.7(a) of the Indenture shall survive any termination, resignation or removal of CarMax as AdministratorRating Agencies. (fe) The appointment of any successor Administrator shall be effective only after satisfaction of the Rating Agency Condition with respect to such the proposed appointment. (gf) Subject to Sections 9(e), 9(fSection 1.9(d) and 201.9(e), the Administrator acknowledges that upon the appointment of a Successor successor Servicer pursuant to the Sale and Servicing Agreement Agreement, the Administrator shall immediately resign and such Successor successor Servicer shall automatically become the Administrator under this Agreement.

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in full force and effect until the dissolution of the Issuer, upon which event this Agreement shall automatically terminate. (ba) Subject to Sections 9(e1.09(d) and 9(f1.09(e), the Administrator may resign its duties hereunder by providing the Issuer with at least sixty (60) 60 days’ ' prior written notice. (cb) Subject to Sections 9(e1.09(d) and 9(f1.09(e), the Issuer may remove the Administrator without cause by providing the Administrator with at least sixty (60) 60 days’ ' prior written notice; provided, however, that in the event the Servicer is removed as the Servicer pursuant to Section 8.1 of the Sale and Servicing Agreement following the occurrence of an Event of Servicing Termination, the Servicer shall be simultaneously removed as Administrator hereunder. (dc) Subject to Sections 9(e1.09(d) and 9(f1.09(e), at the sole option of the Issuer, the Issuer Administrator may remove the Administrator be removed immediately upon written notice of termination from the Issuer to the Administrator if any of the following events shall occur and be continuingoccur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within ten (10) days (or, if such default cannot be cured in such time, shall not give within ten (10) days such assurance of cure as shall be reasonably satisfactory to the Issuer); (ii) a court having jurisdiction in the premises shall enter existence of any proceeding or action, or the entry of a decree or order for relief, and such decree relief by a court or order shall not have been vacated within sixty (60) days, in respect of regulatory authority having jurisdiction over the Administrator in any an involuntary case under any applicable bankruptcythe federal bankruptcy laws, insolvency or other similar law as now or hereafter in effect effect, or appoint appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official for of the Administrator or of any substantial part of its property property, or order ordering the winding-winding up or liquidation of its affairsthe affairs of the Administrator and the continuance of any such action, proceeding, decree or order unstayed and, in the case of any such order or decree, in effect for a period of 90 consecutive days; or (iii) the commencement by the Administrator shall commence of a voluntary case under any applicable bankruptcythe federal bankruptcy laws, insolvency or other similar law as now or hereafter in effect, shall or the consent to by the entry of an order for relief in an involuntary case under any such law, shall consent Administrator to the appointment of or taking of possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official for of the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general property or the making by the Administrator of an assignment for the benefit of creditors or shall fail the failure by the Administrator generally to pay its debts as they such debts become duedue or the taking of corporate action by the Administrator in furtherance of any of the foregoing. If The Administrator agrees that if any of the events specified in clauses (ii) or (iii) of this Section 9(d) above shall occur, the Administrator it shall give written notice thereof to the Issuer and the Indenture Trustee within seven (7) days after the occurrence of such event. (ed) No resignation or removal of the Administrator pursuant to this Section 9(d) shall be effective until (i) a successor Administrator shall have been appointed by the Issuer and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. In the event that the Indenture Trustee is the successor Administrator, CarMax’s payment obligations pursuant to Sections 5.16(a) and 6.7(a) of the Indenture shall survive any termination, resignation or removal of CarMax as Administrator. (fe) The appointment of any successor Administrator shall be effective only after satisfaction of the Rating Agency Condition with respect to such the proposed appointment. (gf) Subject to Sections 9(e), 9(f1.09(d) and 201.09(e), the Administrator acknowledges that upon the appointment of a Successor successor Servicer pursuant to the Sale and Servicing Agreement Agreement, the Administrator shall immediately resign and such Successor successor Servicer shall automatically become the Administrator under this Agreement.

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in full force and effect until the dissolution of the Issuer, upon which event this Agreement shall automatically terminate. (ba) Subject to Sections 9(e) and 9(fSection 1.09(c), (i) the Administrator may resign its duties hereunder by providing the Issuer with at least sixty (60) 60 days’ prior written notice. notice and (cii) Subject to Sections 9(e) and 9(f), the Issuer may remove the Administrator without cause by providing the Administrator with at least sixty (60) 60 days’ prior written notice; provided, however, that in the event the Servicer is removed as the Servicer pursuant to Section 8.1 of the Sale and Servicing Agreement following the occurrence of an Event of Servicing Termination, the Servicer shall be simultaneously removed as Administrator hereunder. (db) Subject to Sections 9(e) and 9(fSection 1.09(c), at the sole option of the Issuer, the Issuer Administrator may remove the Administrator be removed immediately upon written notice of termination from the Issuer to the Administrator if any of the following events shall occur and be continuingoccur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within ten (10) days (or, if such default cannot be cured in such time, shall not give within ten (10) days such assurance of cure as shall be reasonably satisfactory to the Issuer); (ii) a court having jurisdiction in the premises shall enter existence of any Proceeding or action, or the entry of a decree or order for relief, and such decree relief by a court or order shall not have been vacated within sixty (60) days, in respect of regulatory authority having jurisdiction over the Administrator in any an involuntary case under any applicable bankruptcythe federal bankruptcy laws, insolvency or other similar law as now or hereafter in effect effect, or appoint appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official for of the Administrator or of any substantial part of its property property, or order ordering the winding-winding up or liquidation of its affairsthe affairs of the Administrator and the continuance of any such action, Proceeding, decree or order unstayed and, in the case of any such order or decree, in effect for a period of 60 consecutive days; or (iii) the commencement by the Administrator shall commence of a voluntary case under any applicable bankruptcythe federal bankruptcy laws, insolvency or other similar law as now or hereafter in effect, shall or the consent to by the entry of an order for relief in an involuntary case under any such law, shall consent Administra-tor to the appointment of or taking of possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official for of the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general property or the making by the Administrator of an assignment for the benefit of creditors or shall fail the failure by the Administrator generally to pay its debts as they such debts become duedue or the taking of corporate action by the Administrator in furtherance of any of the foregoing. If The Administrator agrees that if any of the events specified in clauses (ii) or (iii) of this Section 9(d) above shall occur, the Administrator it shall give written notice thereof to the Issuer and the Indenture Trustee within seven (7) days after the occurrence of such event. (ec) No resignation or removal of the Administrator pursuant to this Section 9(d) shall be effective until (i) a successor Administrator shall have been appointed by the Issuer and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. In the event that the Indenture Trustee is the successor Administrator, CarMax’s payment obligations pursuant to Sections 5.16(a) and 6.7(a) of the Indenture shall survive any termination, resignation or removal of CarMax as Administrator. (f) The appointment of any successor Administrator shall be effective only after satisfaction of the providing prior written notice to each Rating Agency Condition with respect to such the proposed appointment. (gd) Subject to Sections 9(eSection 1.09(c), 9(f) and 20, the Administrator acknowledges that upon the appointment of a Successor Servicer pursuant to the Sale and Servicing Agreement Agreement, the Administrator shall immediately resign and such Successor Servicer shall automatically become the Administrator under this Agreement.

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in full force and effect until the dissolution termination of the IssuerIssuer in accordance with Section 9.1 of the Trust Agreement, upon which event this Agreement shall automatically terminate. (b) Subject to Sections 9(e) and 9(f), the Administrator may resign its duties hereunder by providing the Issuer with at least sixty (60) days’ ' prior written notice. (c) Subject to Sections 9(e) and 9(f), the Issuer may remove the Administrator without cause by providing the Administrator with at least sixty (60) days’ prior written notice; provided, however, that in the event the Servicer is removed as the Servicer pursuant to Section 8.1 of the Sale and Servicing Agreement following the occurrence of an Event of Servicing Termination, the Servicer shall be simultaneously removed as Administrator hereunder. (d) Subject to Sections 9(e) and 9(f), at the sole option of the Issuer, the Issuer Administrator may remove the Administrator be removed immediately upon written notice of termination from the Issuer to the Administrator if any of the following events shall occur and be continuingoccur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within ten (10) days (or, if such default cannot be cured in such time, shall not give within ten (10) days such assurance of cure as shall be reasonably satisfactory to the Issuer); (ii) a court having jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within sixty (60) days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect or appoint a receiver, liquidator, assignee, custodian, trustee, custodian, sequestrator or other similar official for the Administrator or any substantial part of its property or order the winding-up or liquidation of its affairs; or (iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official for the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due. If The Administrator agrees that if any of the events specified in clauses (ii) or (iii) of this Section 9(d9(c) shall occur, the Administrator it shall give written notice thereof to the Issuer and the Indenture Trustee within seven (7) days after the occurrence happening of such event. (ed) No resignation or removal of the Administrator pursuant to this Section 9(d) 9 shall be effective until (i) a successor Administrator shall have been appointed by the Issuer and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. In the event that the Indenture Trustee is the successor Administrator, CarMax’s payment obligations pursuant to Sections 5.16(a) and 6.7(a) The Issuer shall provide written notice of the Indenture shall survive any termination, such resignation or removal of CarMax as Administratorto the Indenture Trustee, with a copy to the Rating Agencies. (fe) The appointment of any successor Administrator shall be effective only after satisfaction of the Rating Agency Condition with respect to such the proposed appointment. (gf) Subject to Sections 9(d) and 9(e), 9(f) and 20, the Administrator acknowledges that upon the appointment of a Successor successor Servicer pursuant to the Sale and Servicing Agreement Agreement, the Administrator shall immediately resign and such Successor successor Servicer shall automatically become the Administrator under this Agreement.

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in full force and effect until the dissolution termination of the Issuer, upon which event this Agreement shall automatically terminate. (b) Subject to Sections 9(e8(e) and 9(f8(f), the Administrator may resign its duties hereunder by providing the Issuer with at least sixty (60) 30 days’ prior written notice. (c) Subject to Sections 9(e8(e) and 9(f8(f), the Issuer may remove the Administrator without cause by providing the Administrator with at least sixty (60) 30 days’ prior written notice; provided, however, that in the event the Servicer is removed as the Servicer pursuant to Section 8.1 of the Sale and Servicing Agreement following the occurrence of an Event of Servicing Termination, the Servicer shall be simultaneously removed as Administrator hereunder. (d) Subject to Sections 9(e8(e) and 9(f8(f), at the sole option of the Issuer, the Issuer Administrator may remove the Administrator be removed immediately upon written notice of termination from the Issuer to the Administrator if any of the following events shall occur and be continuingoccur: (i) the Administrator shall default fail to perform in the performance of any material respect any of its duties under this Agreement and, after notice of such default, shall not cure such default within ten (10) 10 days (or, if such default cannot be cured in such time, shall not give within ten (10) such 10 days such assurance of timely and complete cure as shall be reasonably satisfactory to the Issuer); (ii) the entry of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises shall enter for the appointment of a decree trustee in bankruptcy, conservator, receiver or order liquidator for reliefthe Administrator in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding up or liquidation of their respective affairs, and the continuance of any such decree or order shall not have been vacated within sixty (60) days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter unstayed and in effect or appoint for a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official for the Administrator or any substantial part period of its property or order the winding-up or liquidation of its affairs90 consecutive days; or (iii) the consent by the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, shall consent to the appointment of a receivertrustee in bankruptcy, liquidatorconservator or receiver or liquidator in any bankruptcy, assigneeinsolvency, trusteereadjustment of debt, custodian, sequestrator marshalling of assets and liabilities or other similar official for proceedings of or relating to the Administrator of or any substantial part relating to substantially all of its their property, or the Administrator shall consent admit in writing its inability to the taking of possession by any such official pay its debts generally as they become due, file a petition to take advantage of any substantial part of its propertyapplicable insolvency or reorganization statute, shall make any general an assignment for the benefit of creditors its creditors, or shall fail generally to pay voluntarily suspend payment of its debts as they become dueobligations. If The Administrator agrees that if any of the events specified in clauses (ii) or (iii) of this Section 9(d) shall occur, the Administrator it shall give written notice thereof to the Issuer Issuer, the Owner Trustee and the Indenture Trustee within seven (7) days after the occurrence of such event. (e) No resignation or removal of the Administrator pursuant to this Section 9(d) shall be effective until (i) a successor Administrator shall have been appointed by the Issuer and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in on substantially the same manner terms as the Administrator is bound hereunder. In the event that the Indenture Trustee is the successor Administrator, CarMax’s payment obligations pursuant to Sections 5.16(a) and 6.7(a) of the Indenture shall survive any termination, resignation or removal of CarMax as Administrator. (f) The appointment of any successor Administrator shall be effective only after satisfaction of the each Rating Agency Condition with respect (other than Moody’s) has provided to the Owner Trustee and the Indenture Trustee notice that the proposed appointment will not result in the reduction or withdrawal of any rating, if any, then assigned by such appointmentRating Agency to any Class of Notes or the Certificates. Promptly after the appointment of any successor Administrator, the Owner Trustee will provide notice of such appointment to Moody’s (so long as Mxxxx’x is then rating any outstanding Notes). (g) Subject to Sections 9(e), 9(fSection 8(e) and 208(f), the Administrator acknowledges that upon the appointment of a Successor Servicer pursuant to the Sale and Servicing Agreement Agreement, the Administrator shall immediately resign and such Successor Servicer shall automatically become succeed to the rights, duties and obligations of the Administrator under this Agreement.

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in full force and effect until the dissolution of the Issuer, upon which event this Agreement shall automatically terminate. (b) Subject to Sections 9(e) and 9(f), the Administrator may resign its duties hereunder by providing the Issuer with at least sixty (60) days’ prior written notice. (c) Subject to Sections 9(e) and 9(f), the Issuer may remove the Administrator without cause by providing the Administrator with at least sixty (60) days’ prior written notice; provided, however, that in the event the Servicer is removed as the Servicer pursuant to Section 8.1 of the Sale and Servicing Agreement following the occurrence of an Event of Servicing Termination, the Servicer shall be simultaneously removed as Administrator hereunder. (d) Subject to Sections 9(e) and 9(f), at the sole option of the Issuer, the Issuer may remove the Administrator immediately upon written notice of termination from the Issuer to the Administrator if any of the following events shall occur and be continuing: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within ten (10) days (or, if such default cannot be cured in such time, shall not give within ten (10) days such assurance of cure as shall be reasonably satisfactory to the Issuer); (ii) a court having jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within sixty (60) days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect or appoint a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official for the Administrator or any substantial part of its property or order the winding-up or liquidation of its affairs; or (iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official for the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due. If any of the events specified in clauses (ii) or (iii) of this Section 9(d) shall occur, the Administrator shall give written notice thereof to the Issuer and the Indenture Trustee within seven (7) days after the occurrence of such event. (e) No resignation or removal of the Administrator pursuant to Section 9(d) shall be effective until (i) a successor Administrator shall have been appointed by the Issuer and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. In the event that the Indenture Trustee is the successor Administrator, CarMax’s payment obligations pursuant to Sections 5.16(a) and 6.7(a) of the Indenture shall survive any termination, resignation or removal of CarMax as Administrator. (f) The appointment of any successor Administrator shall be effective only after satisfaction of the Rating Agency Condition with respect to such appointment. (g) Subject to Sections 9(e), 9(f) and 20, the Administrator acknowledges that upon the appointment of a Successor Servicer pursuant to the Sale and Servicing Agreement the Administrator shall immediately resign and such Successor Servicer shall automatically become the Administrator under this Agreement.and

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in full force and effect until the dissolution of the Issuer, upon which event this Agreement shall automatically terminate. (b) Subject to Sections 9(e8(e) and 9(f8(f), the Administrator may resign its duties hereunder by providing the Issuer with at least sixty (60) days’ ' prior written notice. (c) Subject to Sections 9(e8(e) and 9(f8(f), the Issuer may remove the Administrator without cause by providing the Administrator with at least sixty (60) days’ ' prior written notice; provided, however, that in the event the Servicer is removed as the Servicer pursuant to Section 8.1 of the Sale and Servicing Agreement following the occurrence of an Event of Servicing Termination, the Servicer shall be simultaneously removed as Administrator hereunder. (d) Subject to Sections 9(e8(e) and 9(f8(f), at the sole option of the Issuer, the Issuer Administrator may remove the Administrator be removed immediately upon written notice of termination from the Issuer to the Administrator if any of the following events shall occur and be continuingoccur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within ten (10) days (or, if it such default cannot be cured in such time, shall not give within ten (10) days such assurance of cure as shall be reasonably satisfactory to the Issuer); (ii) a court having jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within sixty (60) days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect or appoint a receiver, liquidator, assignee, custodian, trustee, custodian, sequestrator or other similar official for the Administrator or any substantial part of its property or order the winding-up or liquidation of its affairs; or (iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official for the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due. If The Administrator agrees that if any of the events specified in clauses (ii) or (iii) of this Section 9(d) 8 shall occur, the Administrator it shall give written notice thereof to the Issuer and the Indenture Trustee within seven (7) days after the occurrence happening of such event. (e) No resignation or removal of the Administrator pursuant to this Section 9(d) shall be effective until (i) a successor Administrator shall have been appointed by the Issuer and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. In the event that the Indenture Trustee is the successor Administrator, CarMax’s payment obligations pursuant to Sections 5.16(a) and 6.7(a) of the Indenture shall survive any termination, resignation or removal of CarMax as Administrator. (f) The appointment of any successor Administrator shall be effective only after satisfaction of the Rating Agency Condition with respect to such the proposed appointment. (g) Subject to Sections 9(e), 9(fSection 8(e) and 208(f), the Administrator acknowledges that upon the appointment of a Successor Servicer pursuant to the Sale and Servicing Agreement Agreement, the Administrator shall immediately resign and such Successor Servicer shall automatically become the Administrator under this Agreement.

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in full force and effect until the dissolution of the Issuer, upon which event this Agreement shall automatically terminate. (ba) Subject to Sections 9(e1.09(d) and 9(f1.09(e), the Administrator may resign its duties hereunder by providing the Issuer with at least sixty (60) 60 days’ prior written notice. (cb) Subject to Sections 9(e1.09(d) and 9(f1.09(e), the Issuer may remove the Administrator without cause by providing the Administrator with at least sixty (60) 60 days’ prior written notice; provided, however, that in the event the Servicer is removed as the Servicer pursuant to Section 8.1 of the Sale and Servicing Agreement following the occurrence of an Event of Servicing Termination, the Servicer shall be simultaneously removed as Administrator hereunder. (dc) Subject to Sections 9(e1.09(d) and 9(f1.09(e), at the sole option of the Issuer, the Issuer Administrator may remove the Administrator be removed immediately upon written notice of termination from the Issuer to the Administrator if any of the following events shall occur and be continuingoccur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within ten (10) days (or, if such default cannot be cured in such time, shall not give within ten (10) days such assurance of cure as shall be reasonably satisfactory to the Issuer); (ii) a court having jurisdiction in the premises shall enter existence of any proceeding or action, or the entry of a decree or order for relief, and such decree relief by a court or order shall not have been vacated within sixty (60) days, in respect of regulatory authority having jurisdiction over the Administrator in any an involuntary case under any applicable bankruptcythe federal bankruptcy laws, insolvency or other similar law as now or hereafter in effect effect, or appoint appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official for of the Administrator or of any substantial part of its property property, or order ordering the winding-winding up or liquidation of its affairsthe affairs of the Administrator and the continuance of any such action, proceeding, decree or order unstayed and, in the case of any such order or decree, in effect for a period of 90 consecutive days; or (iii) the commencement by the Administrator shall commence of a voluntary case under any applicable bankruptcythe federal bankruptcy laws, insolvency or other similar law as now or hereafter in effect, shall or the consent to by the entry of an order for relief in an involuntary case under any such law, shall consent Administrator to the appointment of or taking of possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official for of the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general property or the making by the Administrator of an assignment for the benefit of creditors or shall fail the failure by the Administrator generally to pay its debts as they such debts become duedue or the taking of corporate action by the Administrator in furtherance of any of the foregoing. If The Administrator agrees that if any of the events specified in clauses (ii) or (iii) of this Section 9(d) above shall occur, the Administrator it shall give written notice thereof to the Issuer and the Indenture Trustee within seven (7) days after the occurrence of such event. (ed) No resignation or removal of the Administrator pursuant to this Section 9(d) shall be effective until (i) a successor Administrator shall have been appointed by the Issuer and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. In the event that the Indenture Trustee is the successor Administrator, CarMax’s payment obligations pursuant to Sections 5.16(a) and 6.7(a) of the Indenture shall survive any termination, resignation or removal of CarMax as Administrator. (fe) The appointment of any successor Administrator shall be effective only after satisfaction of the Rating Agency Condition with respect to such the proposed appointment. (gf) Subject to Sections 9(e), 9(f1.09(d) and 201.09(e), the Administrator acknowledges that upon the appointment of a Successor successor Servicer pursuant to the Sale and Servicing Agreement Agreement, the Administrator shall immediately resign and such Successor successor Servicer shall automatically become the Administrator under this Agreement.

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in full force and effect until the dissolution of the Issuer, upon which event this Agreement shall automatically terminate. (b) Subject to Sections 9(e) and 9(f), the Administrator may resign its duties hereunder by providing the Issuer with at least sixty (60) days’ prior written notice. (c) Subject to Sections 9(e) and 9(f), the Issuer may remove the Administrator without cause by providing the Administrator with at least sixty (60) days’ prior written notice; provided, however, that in the event the Servicer is removed as the Servicer pursuant to Section 8.1 of the Sale and Servicing Agreement following the occurrence of an Event of Servicing Termination, the Servicer shall be simultaneously removed as Administrator hereunder. (d) Subject to Sections 9(e) and 9(f), at the sole option of the Issuer, the Issuer may remove the Administrator immediately upon written notice of termination from the Issuer to the Administrator if any of the following events shall occur and be continuing: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within ten (10) days (or, if such default cannot be cured in such time, shall not give within ten (10) days such assurance of cure as shall be reasonably satisfactory to the Issuer); (ii) a court having jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within sixty (60) days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect or appoint a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official for the Administrator or any substantial part of its property or order the winding-up or liquidation of its affairs; or (iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official for the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due. If any of the events specified in clauses (ii) or (iii) of this Section 9(d) shall occur, the Administrator shall give written notice thereof to the Issuer and the Indenture Trustee within seven (7) days after the occurrence of such event. (e) No resignation or removal of the Administrator pursuant to Section 9(d) shall be effective until (i) a successor Administrator shall have been appointed by the Issuer and and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. In the event that the Indenture Trustee is the successor Administrator, CarMax’s payment obligations pursuant to Sections 5.16(a) and 6.7(a) of the Indenture shall survive any termination, resignation or removal of CarMax as Administrator. (f) The appointment of any successor Administrator shall be effective only after satisfaction of the Rating Agency Condition with respect to such appointment. (g) Subject to Sections 9(e), 9(f) and 20, the Administrator acknowledges that upon the appointment of a Successor Servicer pursuant to the Sale and Servicing Agreement the Administrator shall immediately resign and such Successor Servicer shall automatically become the Administrator under this Agreement.

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in full force and effect until the dissolution termination of the Issuer, upon which event this Agreement shall automatically terminate. (b) Subject to Sections 9(e8(e) and 9(f8(f), the Administrator may resign its duties hereunder by providing the Issuer with at least sixty (60) 30 days’ ' prior written notice. (c) Subject to Sections 9(e8(e) and 9(f8(f), the Issuer may remove the Administrator without cause by providing the Administrator with at least sixty (60) 30 days’ ' prior written notice; provided, however, that in the event the Servicer is removed as the Servicer pursuant to Section 8.1 of the Sale and Servicing Agreement following the occurrence of an Event of Servicing Termination, the Servicer shall be simultaneously removed as Administrator hereunder. (d) Subject to Sections 9(e8(e) and 9(f8(f), at the sole option of the Issuer, the Issuer Administrator may remove the Administrator be removed immediately upon written notice of termination from the Issuer to the Administrator if any of the following events shall occur and be continuingoccur: (i) the Administrator shall default fail to perform in the performance of any material respect any of its duties under this Agreement and, after notice of such default, shall not cure such default within ten (10) 10 days (or, if such default cannot be cured in such time, shall not give within ten (10) such 10 days such assurance of timely and complete cure as shall be reasonably satisfactory to the Issuer); (ii) the entry of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises shall enter for the appointment of a decree trustee in bankruptcy, conservator, receiver or order liquidator for reliefthe Administrator in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding up or liquidation of their respective affairs, and the continuance of any such decree or order shall not have been vacated within sixty (60) days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter unstayed and in effect or appoint for a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official for the Administrator or any substantial part period of its property or order the winding-up or liquidation of its affairs90 consecutive days; or (iii) the consent by the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, shall consent to the appointment of a receivertrustee in bankruptcy, liquidatorconservator or receiver or liquidator in any bankruptcy, assigneeinsolvency, trusteereadjustment of debt, custodian, sequestrator marshalling of assets and liabilities or other similar official for proceedings of or relating to the Administrator of or any substantial part relating to substantially all of its their property, or the Administrator shall consent admit in writing its inability to the taking of possession by any such official pay its debts generally as they become due, file a petition to take advantage of any substantial part of its propertyapplicable insolvency or reorganization statute, shall make any general an assignment for the benefit of creditors its creditors, or shall fail generally to pay voluntarily suspend payment of its debts as they become due. If any of the events specified in clauses (ii) or (iii) of this Section 9(d) shall occur, the Administrator shall give written notice thereof to the Issuer and the Indenture Trustee within seven (7) days after the occurrence of such eventobligations. (e) No resignation or removal of the Administrator pursuant to Section 9(d) shall be effective until (i) a successor Administrator shall have been appointed by the Issuer and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. In the event that the Indenture Trustee is the successor Administrator, CarMax’s payment obligations pursuant to Sections 5.16(a) and 6.7(a) of the Indenture shall survive any termination, resignation or removal of CarMax as Administrator. (f) The appointment of any successor Administrator shall be effective only after satisfaction of the Rating Agency Condition with respect to such appointment. (g) Subject to Sections 9(e), 9(f) and 20, the Administrator acknowledges that upon the appointment of a Successor Servicer pursuant to the Sale and Servicing Agreement the Administrator shall immediately resign and such Successor Servicer shall automatically become the Administrator under this Agreement.

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in full force and effect until the dissolution of the Issuer, upon which event this Agreement shall automatically terminate. (ba) Subject to Sections 9(e1.09(d) and 9(f1.09(e), the Administrator may resign its duties hereunder by providing the Issuer with at least sixty (60) 60 days’ prior written notice. (cb) Subject to Sections 9(e1.09(d) and 9(f1.09(e), the Issuer may remove the Administrator without cause by providing the Administrator with at least sixty (60) 60 days’ prior written notice; provided, however, that in the event the Servicer is removed as the Servicer pursuant to Section 8.1 of the Sale and Servicing Agreement following the occurrence of an Event of Servicing Termination, the Servicer shall be simultaneously removed as Administrator hereunder. (dc) Subject to Sections 9(e1.09(d) and 9(f1.09(e), at the sole option of the Issuer, the Issuer Administrator may remove the Administrator be removed immediately upon written notice of termination from the Issuer to the Administrator if any of the following events shall occur and be continuingoccur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within ten (10) days (or, if such default cannot be cured in such time, shall not give within ten (10) days such assurance of cure as shall be reasonably satisfactory to the Issuer); (ii) a court having jurisdiction in the premises shall enter existence of any proceeding or action, or the entry of a decree or order for relief, and such decree relief by a court or order shall not have been vacated within sixty (60) days, in respect of regulatory authority having jurisdiction over the Administrator in any an involuntary case under any applicable bankruptcythe federal bankruptcy laws, insolvency or other similar law as now or hereafter in effect effect, or appoint appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official for of the Administrator or of any substantial part of its property property, or order ordering the winding-winding up or liquidation of its affairs; orthe affairs of the Administrator and the continuance of any such action, proceeding, decree or order unstayed and, in the case of any such order or decree, in effect for a period of 90 consecutive days; (iii) the commencement by the Administrator shall commence of a voluntary case under any applicable bankruptcythe federal bankruptcy laws, insolvency or other similar law as now or hereafter in effect, shall or the consent to by the entry of an order for relief in an involuntary case under any such law, shall consent Administrator to the appointment of or taking of possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official for of the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general property or the making by the Administrator of an assignment for the benefit of creditors or shall fail the failure by the Administrator generally to pay its debts as they such debts become duedue or the taking of corporate action by the Administrator in furtherance of any of the foregoing; or (iv) any failure by the Administrator to deliver any information, report, certification, compliance certificate, attestation or accountants’ letter when and as required under Section 1.21 which continues unremedied for fifteen (15) calendar days after the date on which such information, report, certification, compliance certificate, attestation or accountants’ letter was required to be delivered. If The Administrator agrees that if any of the events specified in clauses (ii) or (iii) of this Section 9(d) above shall occur, the Administrator it shall give written notice thereof to the Issuer and the Indenture Trustee within seven (7) days after the occurrence of such event. (ed) No resignation or removal of the Administrator pursuant to this Section 9(d) shall be effective until (i) a successor Administrator shall have been appointed by the Issuer and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. In the event that the Indenture Trustee is the successor Administrator, CarMax’s payment obligations pursuant to Sections 5.16(a) and 6.7(a) of the Indenture shall survive any termination, resignation or removal of CarMax as Administrator. (fe) The appointment of any successor Administrator shall be effective only after satisfaction of the Rating Agency Condition with respect to such the proposed appointment. (gf) Subject to Sections 9(e), 9(f1.09(d) and 201.09(e), the Administrator acknowledges that upon the appointment of a Successor successor Servicer pursuant to the Sale and Servicing Agreement Agreement, the Administrator shall immediately resign and such Successor successor Servicer shall automatically become the Administrator under this Agreement.

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in full force and effect until the dissolution of the Issuer, upon which event this Agreement shall automatically terminate. (ba) Subject to Sections 9(e1.09(d) and 9(f1.09(e), the Administrator may resign its duties hereunder by providing the Issuer with at least sixty (60) 60 days’ ' prior written notice. (cb) Subject to Sections 9(e1.09(d) and 9(f1.09(e), the Issuer may remove the Administrator without cause by providing the Administrator with at least sixty (60) 60 days’ ' prior written notice; provided, however, that in the event the Servicer is removed as the Servicer pursuant to Section 8.1 of the Sale and Servicing Agreement following the occurrence of an Event of Servicing Termination, the Servicer shall be simultaneously removed as Administrator hereunder. (dc) Subject to Sections 9(e1.09(d) and 9(f1.09(e), at the sole option of the Issuer, the Issuer Administrator may remove the Administrator be removed immediately upon written notice of termination from the Issuer to the Administrator if any of the following events shall occur and be continuingoccur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within ten (10) days (or, if such default cannot be cured in such time, shall not give within ten (10) days such assurance of cure as shall be reasonably satisfactory to the Issuer); (ii) a court having jurisdiction in the premises shall enter existence of any proceeding or action, or the entry of a decree or order for relief, and such decree relief by a court or order shall not have been vacated within sixty (60) days, in respect of regulatory authority having jurisdiction over the Administrator in any an involuntary case under any applicable bankruptcythe federal bankruptcy laws, insolvency or other similar law as now or hereafter in effect effect, or appoint appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official for of the Administrator or of any substantial part of its property property, or order ordering the winding-winding up or liquidation of its affairsthe affairs of the Administrator and the continuance of any such action, proceeding, decree or order unstayed and, in the case of any such order or decree, in effect for a period of 60 consecutive days; or (iii) the commencement by the Administrator shall commence of a voluntary case under any applicable bankruptcythe federal bankruptcy laws, insolvency or other similar law as now or hereafter in effect, shall or the consent to by the entry of an order for relief in an involuntary case under any such law, shall consent Administrator to the appointment of or taking of possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official for of the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general property or the making by the Administrator of an assignment for the benefit of creditors or shall fail the failure by the Administrator generally to pay its debts as they such debts become duedue or the taking of corporate action by the Administrator in furtherance of any of the foregoing. If The Administrator agrees that if any of the events specified in clauses (ii) or (iii) of this Section 9(d) above shall occur, the Administrator it shall give written notice thereof to the Issuer and the Indenture Trustee within seven (7) days after the occurrence of such event. (ed) No resignation or removal of the Administrator pursuant to this Section 9(d) shall be effective until (i) a successor Administrator shall have been appointed by the Issuer and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. In the event that the Indenture Trustee is the successor Administrator, CarMax’s payment obligations pursuant to Sections 5.16(a) and 6.7(a) of the Indenture shall survive any termination, resignation or removal of CarMax as Administrator. (fe) The appointment of any successor Administrator shall be effective only after satisfaction of the Rating Agency Condition with respect to such the proposed appointment. (gf) Subject to Sections 9(e), 9(f1.09(d) and 201.09(e), the Administrator acknowledges that upon the appointment of a Successor Servicer pursuant to the Sale and Servicing Agreement Agreement, the Administrator shall immediately resign and such Successor Servicer shall automatically become the Administrator under this Agreement.

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in full force and effect until the dissolution of the Issuer, upon which event this Agreement shall automatically terminate. (ba) Subject to Sections 9(e1.09(d) and 9(f1.09(e), the Administrator may resign its duties hereunder by providing the Issuer with at least sixty (60) 60 days’ ' prior written notice. (cb) Subject to Sections 9(e1.09(d) and 9(f1.09(e), the Issuer may remove the Administrator without cause by providing the Administrator with at least sixty (60) 60 days’ ' prior written notice; provided, however, that in the event the Servicer is removed as the Servicer pursuant to Section 8.1 of the Sale and Servicing Agreement following the occurrence of an Event of Servicing Termination, the Servicer shall be simultaneously removed as Administrator hereunder. (dc) Subject to Sections 9(e1.09(d) and 9(f1.09(e), at the sole option of the Issuer, the Issuer Administrator may remove the Administrator be removed immediately upon written notice of termination from the Issuer to the Administrator if any of the following events shall occur and be continuingoccur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within ten (10) days (or, if such default cannot be cured in such time, shall not give within ten (10) days such assurance of cure as shall be reasonably satisfactory to the Issuer); (ii) a court having jurisdiction in the premises shall enter existence of any proceeding or action, or the entry of a decree or order for relief, and such decree relief by a court or order shall not have been vacated within sixty (60) days, in respect of regulatory authority having jurisdiction over the Administrator in any an involuntary case under any applicable bankruptcythe federal bankruptcy laws, insolvency or other similar law as now or hereafter in effect effect, or appoint appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official for of the Administrator or of any substantial part of its property property, or order ordering the winding-winding up or liquidation of its affairs; orthe affairs of the Administrator and the continuance of any such action, proceeding, decree or order unstayed and, in the case of any such order or decree, in effect for a period of 90 consecutive days; (iii) the commencement by the Administrator shall commence of a voluntary case under any applicable bankruptcythe federal bankruptcy laws, insolvency or other similar law as now or hereafter in effect, shall or the consent to by the entry of an order for relief in an involuntary case under any such law, shall consent Administrator to the appointment of or taking of possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official for of the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general property or the making by the Administrator of an assignment for the benefit of creditors or shall fail the failure by the Administrator generally to pay its debts as they such debts become duedue or the taking of corporate action by the Administrator in furtherance of any of the foregoing; or (iv) any failure by the Administrator to deliver any information, report, certification, compliance certificate, attestation or accountants' letter when and as required under Section 1.21 which continues unremedied for fifteen (15) calendar days after the date on which such information, report, certification, compliance certificate, attestation or accountants' letter was required to be delivered. If The Administrator agrees that if any of the events specified in clauses (ii) or (iii) of this Section 9(d) above shall occur, the Administrator it shall give written notice thereof to the Issuer and the Indenture Trustee within seven (7) days after the occurrence of such event. (ed) No resignation or removal of the Administrator pursuant to this Section 9(d) shall be effective until (i) a successor Administrator shall have been appointed by the Issuer and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. In the event that the Indenture Trustee is the successor Administrator, CarMax’s payment obligations pursuant to Sections 5.16(a) and 6.7(a) of the Indenture shall survive any termination, resignation or removal of CarMax as Administrator. (fe) The appointment of any successor Administrator shall be effective only after satisfaction of the Rating Agency Condition with respect to such the proposed appointment. (gf) Subject to Sections 9(e), 9(f1.09(d) and 201.09(e), the Administrator acknowledges that upon the appointment of a Successor successor Servicer pursuant to the Sale and Servicing Agreement Agreement, the Administrator shall immediately resign and such Successor successor Servicer shall automatically become the Administrator under this Agreement.

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in full force and effect until the dissolution termination of the Issuer, upon which event this Agreement shall automatically terminate. (b) Subject to Sections 9(e8(e) and 9(f8(f), the Administrator may resign its duties hereunder by providing the Issuer with at least sixty (60) 30 days’ prior written notice. (c) Subject to Sections 9(e8(e) and 9(f8(f), the Issuer may remove the Administrator without cause by providing the Administrator with at least sixty (60) 30 days’ prior written notice; provided, however, that in the event the Servicer is removed as the Servicer pursuant to Section 8.1 of the Sale and Servicing Agreement following the occurrence of an Event of Servicing Termination, the Servicer shall be simultaneously removed as Administrator hereunder. (d) Subject to Sections 9(e8(e) and 9(f8(f), at the sole option of the Issuer, the Issuer Administrator may remove the Administrator be removed immediately upon written notice of termination from the Issuer to the Administrator if any of the following events shall occur and be continuingoccur: (i) the Administrator shall default fail to perform in the performance of any material respect any of its duties under this Agreement and, after notice of such default, shall not cure such default within ten (10) 10 days (or, if such default cannot be cured in such time, shall not give within ten (10) such 10 days such assurance of timely and complete cure as shall be reasonably satisfactory to the Issuer); (ii) the entry of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises shall enter for the appointment of a decree trustee in bankruptcy, conservator, receiver or order liquidator for reliefthe Administrator in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding up or liquidation of their respective affairs, and the continuance of any such decree or order shall not have been vacated within sixty (60) days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter unstayed and in effect or appoint for a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official for the Administrator or any substantial part period of its property or order the winding-up or liquidation of its affairs90 consecutive days; or (iii) the consent by the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, shall consent to the appointment of a receivertrustee in bankruptcy, liquidatorconservator or receiver or liquidator in any bankruptcy, assigneeinsolvency, trusteereadjustment of debt, custodian, sequestrator marshalling of assets and liabilities or other similar official for proceedings of or relating to the Administrator of or any substantial part relating to substantially all of its their property, or the Administrator shall consent admit in writing its inability to the taking of possession by any such official pay its debts generally as they become due, file a petition to take advantage of any substantial part of its propertyapplicable insolvency or reorganization statute, shall make any general an assignment for the benefit of creditors its creditors, or shall fail generally to pay voluntarily suspend payment of its debts as they become dueobligations. If The Administrator agrees that if any of the events specified in clauses (ii) or (iii) of this Section 9(d) shall occur, the Administrator it shall give written notice thereof to the Issuer Issuer, the Owner Trustee and the Indenture Trustee within seven (7) days after the occurrence of such event. (e) No resignation or removal of the Administrator pursuant to this Section 9(d) shall be effective until (i) a successor Administrator shall have been appointed by the Issuer and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in on substantially the same manner terms as the Administrator is bound hereunder. In the event that the Indenture Trustee is the successor Administrator, CarMax’s payment obligations pursuant to Sections 5.16(a) and 6.7(a) of the Indenture shall survive any termination, resignation or removal of CarMax as Administrator. (f) The appointment of any successor Administrator shall be effective only after satisfaction of the Rating Agency Condition with respect to such appointmentappointment shall have been satisfied. Promptly after the appointment of any successor Administrator, the Owner Trustee will provide notice of such appointment to Xxxxx’x and Fitch (so long as such Rating Agency is then rating any outstanding Notes). (g) Subject to Sections 9(e), 9(fSection 8(e) and 208(f), the Administrator acknowledges that upon the appointment of a Successor Servicer pursuant to the Sale and Servicing Agreement Agreement, the Administrator shall immediately resign and such Successor Servicer shall automatically become succeed to the rights, duties and obligations of the Administrator under this Agreement.

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in full force and effect until the dissolution of the Issuer, upon which event this Agreement shall automatically terminate. (ba) Subject to Sections 9(e1.09(d) and 9(f1.09(e), the Administrator may resign its duties hereunder by providing the Issuer with at least sixty (60) 60 days’ prior written notice. (cb) Subject to Sections 9(e1.09(d) and 9(f1.09(e), the Issuer may remove the Administrator without cause by providing the Administrator with at least sixty (60) 60 days’ prior written notice; provided, however, that in the event the Servicer is removed as the Servicer pursuant to Section 8.1 of the Sale and Servicing Agreement following the occurrence of an Event of Servicing Termination, the Servicer shall be simultaneously removed as Administrator hereunder. (dc) Subject to Sections 9(e1.09(d) and 9(f1.09(e), at the sole option of the Issuer, the Issuer Administrator may remove the Administrator be removed immediately upon written notice of termination from the Issuer to the Administrator if any of the following events shall occur and be continuingoccur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within ten (10) days (or, if such default cannot be cured in such time, shall not give within ten (10) days such assurance of cure as shall be reasonably satisfactory to the Issuer); (ii) a court having jurisdiction in the premises shall enter existence of any proceeding or action, or the entry of a decree or order for relief, and such decree relief by a court or order shall not have been vacated within sixty (60) days, in respect of regulatory authority having jurisdiction over the Administrator in any an involuntary case under any applicable bankruptcythe federal bankruptcy laws, insolvency or other similar law as now or hereafter in effect effect, or appoint appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official for of the Administrator or of any substantial part of its property property, or order ordering the winding-winding up or liquidation of its affairsthe affairs of the Administrator and the continuance of any such action, proceeding, decree or order unstayed and, in the case of any such order or decree, in effect for a period of 60 consecutive days; or (iii) the commencement by the Administrator shall commence of a voluntary case under any applicable bankruptcythe federal bankruptcy laws, insolvency or other similar law as now or hereafter in effect, shall or the consent to by the entry of an order for relief in an involuntary case under any such law, shall consent Administra­tor to the appointment of or taking of possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official for of the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general property or the making by the Administrator of an assignment for the benefit of creditors or shall fail the failure by the Administrator generally to pay its debts as they such debts become duedue or the taking of corporate action by the Administrator in furtherance of any of the foregoing. If The Administrator agrees that if any of the events specified in clauses (ii) or (iii) of this Section 9(d) above shall occur, the Administrator it shall give written notice thereof to the Issuer and the Indenture Trustee within seven (7) days after the occurrence of such event. (ed) No resignation or removal of the Administrator pursuant to this Section 9(d) shall be effective until (i) a successor Administrator shall have been appointed by the Issuer and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. In the event that the Indenture Trustee is the successor Administrator, CarMax’s payment obligations pursuant to Sections 5.16(a) and 6.7(a) of the Indenture shall survive any termination, resignation or removal of CarMax as Administrator. (fe) The appointment of any successor Administrator shall be effective only after satisfaction of the Rating Agency Condition with respect to such the proposed appointment. (gf) Subject to Sections 9(e), 9(f1.09(d) and 201.09(e), the Administrator acknowledges that upon the appointment of a Successor Master Servicer pursuant to the Sale and Servicing Agreement Agreement, the Administrator shall immediately resign and such Successor Master Servicer shall automatically become the Administrator under this Agreement.

Term of Agreement; Resignation and Removal of Administrator. (a) This Administration Agreement shall continue in full force and effect until the dissolution payment in full of the IssuerSecuritization Bonds and any other amount which may become due and payable under the Indenture, upon which event this Administration Agreement shall automatically terminate. (b) Subject to Sections 9(e8(e) and 9(f8(f), the Administrator may resign its duties hereunder by providing the Issuer Issuer, the Trustee and the Rating Agencies with at least sixty (60) days’ prior written notice. (c) Subject to Sections 9(e8(e) and 9(f8(f), the Issuer may remove the Administrator without cause by providing the Administrator Administrator, the Trustee and the Rating Agencies with at least sixty (60) days’ prior written notice; provided, however, that in the event the Servicer is removed as the Servicer pursuant to Section 8.1 of the Sale and Servicing Agreement following the occurrence of an Event of Servicing Termination, the Servicer shall be simultaneously removed as Administrator hereunder. (d) Subject to Sections 9(e8(e) and 9(f8(f), at the sole option of the Issuer, the Issuer Administrator may remove the Administrator be removed immediately upon written notice of termination from the Issuer to the Administrator and the Rating Agencies if any of the following events shall occur and be continuingoccur: (i) the The Administrator shall default in the performance of any of its duties under this Administration Agreement and, after notice of such default, shall not fail to cure such default within ten (10) days (or, if such default cannot be cured in such time, shall not (A) fail to give within ten (10) days such assurance of cure as shall be reasonably satisfactory to the IssuerIssuer and (B) fail to cure such default within 30 days thereafter); (ii) a court having of competent jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within sixty (60) days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect effect, or such court shall appoint a receiver, liquidator, assignee, custodian, trustee, custodian, sequestrator or other similar official for the Administrator or any substantial part of its property or order the winding-up or liquidation of its affairs; or (iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official for the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due. If The Administrator agrees that if any of the events specified in clauses (ii) or (iii) of this Section 9(d8(d) shall occur, the Administrator it shall give written notice thereof to the Issuer and the Indenture Trustee as soon as practicable but in any event within seven (7) days after the occurrence happening of such event. (e) No resignation or removal of the Administrator pursuant to this Section 9(d8(e) shall be effective until (i) a successor Administrator shall have has been appointed by the Issuer Issuer, (ii) the Rating Agency Condition with respect to the proposed appointment has been satisfied and (iiiii) such successor Administrator shall have has agreed in writing to be bound by the terms of this Administration Agreement in the same manner as the Administrator is bound hereunder. In the event that the Indenture Trustee is the successor Administrator, CarMax’s payment obligations pursuant to Sections 5.16(a) and 6.7(a) of the Indenture shall survive any termination, resignation or removal of CarMax as Administrator. (f) The appointment of any successor Administrator shall be effective only after satisfaction of the Rating Agency Condition with respect to such the proposed appointment. (g) Subject to Sections 9(e), 9(f) and 20, the Administrator acknowledges that upon the appointment of a Successor Servicer pursuant to the Sale and Servicing Agreement the Administrator shall immediately resign and such Successor Servicer shall automatically become the Administrator under this Agreement.

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in full force and effect until the dissolution of the Issuer, upon which event this Agreement shall automatically terminate. (ba) Subject to Sections 9(e) and 9(fSection 1.09(c), (i) the Administrator may resign its duties hereunder by providing the Issuer with at least sixty (60) 60 days’ prior written notice. notice and (cii) Subject to Sections 9(e) and 9(f), the Issuer may remove the Administrator without cause by providing the Administrator with at least sixty (60) 60 days’ prior written notice; provided, however, that in the event the Servicer is removed as the Servicer pursuant to Section 8.1 of the Sale and Servicing Agreement following the occurrence of an Event of Servicing Termination, the Servicer shall be simultaneously removed as Administrator hereunder. (db) Subject to Sections 9(e) and 9(fSection 1.09(c), at the sole option of the Issuer, the Issuer Administrator may remove the Administrator be removed immediately upon written notice of termination from the Issuer to the Administrator if any of the following events shall occur and be continuingoccur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within ten (10) days (or, if such default cannot be cured in such time, shall not give within ten (10) days such assurance of cure as shall be reasonably satisfactory to the Issuer); (ii) a court having jurisdiction in the premises shall enter existence of any Proceeding or action, or the entry of a decree or order for relief, and such decree relief by a court or order shall not have been vacated within sixty (60) days, in respect of regulatory authority having jurisdiction over the Administrator in any an involuntary case under any applicable bankruptcythe federal bankruptcy laws, insolvency or other similar law as now or hereafter in effect effect, or appoint appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official for of the Administrator or of any substantial part of its property property, or order ordering the winding-winding up or liquidation of its affairsthe affairs of the Administrator and the continuance of any such action, Proceeding, decree or order unstayed and, in the case of any such order or decree, in effect for a period of 60 consecutive days; or (iii) the commencement by the Administrator shall commence of a voluntary case under any applicable bankruptcythe federal bankruptcy laws, insolvency or other similar law as now or hereafter in effect, shall or the consent to by the entry of an order for relief in an involuntary case under any such law, shall consent Administra­tor to the appointment of or taking of possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official for of the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general property or the making by the Administrator of an assignment for the benefit of creditors or shall fail the failure by the Administrator generally to pay its debts as they such debts become duedue or the taking of corporate action by the Administrator in furtherance of any of the foregoing. If The Administrator agrees that if any of the events specified in clauses (ii) or (iii) of this Section 9(d) above shall occur, the Administrator it shall give written notice thereof to the Issuer and the Indenture Trustee within seven (7) days after the occurrence of such event. (ec) No resignation or removal of the Administrator pursuant to this Section 9(d) shall be effective until (i) a successor Administrator shall have been appointed by the Issuer and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. In the event that the Indenture Trustee is the successor Administrator, CarMax’s payment obligations pursuant to Sections 5.16(a) and 6.7(a) of the Indenture shall survive any termination, resignation or removal of CarMax as Administrator. (f) The appointment of any successor Administrator shall be effective only after satisfaction of the providing prior written notice to each Rating Agency Condition with respect to such the proposed appointment. (gd) Subject to Sections 9(eSection 1.09(c), 9(f) and 20, the Administrator acknowledges that upon the appointment of a Successor Servicer pursuant to the Sale and Servicing Agreement Agreement, the Administrator shall immediately resign and such Successor Servicer shall automatically become the Administrator under this Agreement.

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in full force and effect until the dissolution of the Issuer, upon which event this Agreement shall automatically terminate. (b) Subject to Sections 9(e) and 9(f), the Administrator may resign its duties hereunder by providing the Issuer with at least sixty (60) days’ prior written notice. (c) Subject to Sections 9(e) and 9(f), the Issuer may remove the Administrator without cause by providing the Administrator with at least sixty (60) days’ prior written notice; provided, however, that in the event the Servicer is removed as the Servicer pursuant to Section 8.1 of the Sale and Servicing Agreement following the occurrence of an Event of Servicing Termination, the Servicer shall be simultaneously removed as Administrator hereunder. (d) Subject to Sections 9(e) and 9(f), at the sole option of the Issuer, the Issuer may remove the Administrator immediately upon written notice of termination from the Issuer to the Administrator if any of the following events shall occur and be continuing: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within ten (10) days (or, if such default cannot be cured in such time, shall not give within ten (10) days such assurance of cure as shall be reasonably satisfactory to the Issuer); (ii) a court having jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within sixty (60) days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect or appoint a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official for the Administrator or any substantial part of its property or order the winding-up or liquidation of its affairs; or (iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official for the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due. If any of the events specified in clauses (ii) or (iii) of this Section 9(d) shall occur, the Administrator shall give written notice thereof to the Issuer and the Indenture Trustee within seven (7) days after the occurrence of such event. (e) No resignation or removal of the Administrator pursuant to Section 9(d) shall be effective until (i) a successor Administrator shall have been appointed by the Issuer and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. In the event that the Indenture Trustee is the successor Administrator, CarMax’s payment obligations pursuant to Sections 5.16(a) and 6.7(a) of the Indenture shall survive any termination, resignation or removal of CarMax XxxXxx as Administrator. (f) The appointment of any successor Administrator shall be effective only after satisfaction of the Rating Agency Condition with respect to such appointment. (g) Subject to Sections 9(e), 9(f) and 20, the Administrator acknowledges that upon the appointment of a Successor Servicer pursuant to the Sale and Servicing Agreement the Administrator shall immediately resign and such Successor Servicer shall automatically become the Administrator under this Agreement.

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in full force and effect until the dissolution termination of the IssuerIssuer in accordance with Section 9.1 of the Trust Agreement, upon which event this Agreement shall automatically terminate. (b) Subject to Sections 9(e) and 9(f), the Administrator may resign its duties hereunder by providing the Issuer with at least sixty (60) days’ ' prior written notice. (c) Subject to Sections 9(e) and 9(f), the Issuer may remove the Administrator without cause by providing the Administrator with at least sixty (60) days’ prior written notice; provided, however, that in the event the Servicer is removed as the Servicer pursuant to Section 8.1 of the Sale and Servicing Agreement following the occurrence of an Event of Servicing Termination, the Servicer shall be simultaneously removed as Administrator hereunder. (d) Subject to Sections 9(e) and 9(f), at the sole option of the Issuer, the Issuer Administrator may remove the Administrator be removed immediately upon written notice of termination from the Issuer to the Administrator if any of the following events shall occur and be continuingoccur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within ten (10) days (or, if such default cannot be cured in such time, shall not give within ten (10) days such assurance of cure as shall be reasonably satisfactory to the Issuer); (ii) a court having jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within sixty (60) days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect or appoint a receiver, liquidator, assignee, custodian, trustee, custodian, sequestrator or other similar official for the Administrator or any substantial part of its property or order the winding-up or liquidation of its affairs; or (iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official for the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due. If The Administrator agrees that if any of the events specified in clauses (ii) or (iii) of this Section 9(d9(c) shall occur, the Administrator it shall give written notice thereof to the Issuer and the Indenture Trustee within seven (7) days after the occurrence happening of such event. (ed) No resignation or removal of the Administrator pursuant to this Section 9(d) 9 shall be effective until (i) a successor Administrator shall have been appointed by the Issuer and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. In the event that the Indenture Trustee is the successor Administrator, CarMax’s payment obligations pursuant to Sections 5.16(a) and 6.7(a) The Issuer shall provide written notice of the Indenture shall survive any termination, such resignation or removal of CarMax as Administratorto the Indenture Trustee, with a copy to the Rating Agencies. (fe) The appointment of any successor Administrator shall be effective only after satisfaction of the Rating Agency Condition with respect to such the proposed appointment. (gf) Subject to Sections 9(d) and 9(e), 9(f) and 20, the Administrator acknowledges that upon the appointment of a Successor successor Servicer pursuant to the Sale and Servicing Agreement Agreement, the Administrator shall immediately resign and such Successor successor Servicer shall automatically become the Administrator under this Agreement.

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in full force for one year and effect until one day after the dissolution retirement of all Bonds issued pursuant to the Issuer, upon which event this Agreement shall automatically terminateIndenture. (b) Subject to Sections 9(e5.04(e) and 9(f5.04(f), the Administrator may resign its duties hereunder by providing the Issuer with at least sixty (60) days’ 60 days prior written notice. (c) Subject to Sections 9(e5.04(e) and 9(f5.04(f), the Issuer may remove the Administrator without cause by providing the Administrator with at least sixty (60) days’ 60 days prior written notice; provided, however, that in the event the Servicer is removed as the Servicer pursuant to Section 8.1 of the Sale and Servicing Agreement following the occurrence of an Event of Servicing Termination, the Servicer shall be simultaneously removed as Administrator hereunder. (d) Subject to Sections 9(e5.04(e) and 9(f5.04(f), at the sole option of the Issuer, the Issuer Administrator may remove the Administrator be removed immediately upon written notice of termination from the Issuer to the Administrator if any of the following events shall occur and be continuingoccur: (i1) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within ten (10) days (or, if such default is curable but cannot be cured in such time, shall not give within ten (10) days such assurance of cure as shall be reasonably satisfactory to the Issuer); (ii2) a court having jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within sixty (60) 60 days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect or appoint a receiver, liquidator, assignee, custodian, trustee, custodian, sequestrator or other similar official for the Administrator or any substantial part of its property or order the winding-up or liquidation of its affairs; or (iii3) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official for the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due. If The Administrator agrees that if any of the events specified in clauses clause (ii2) or (iii3) of this Section 9(d) shall occur, the Administrator it shall give written notice thereof to the Issuer and the Indenture Trustee within seven (7) days after the occurrence happening of such event. (e) No resignation or removal of the Administrator pursuant to this Section 9(d) 5.04 shall be effective until (i1) a successor Administrator shall have been appointed by the Issuer and (ii2) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. In the event that the Indenture Trustee is the successor Administrator, CarMax’s payment obligations pursuant to Sections 5.16(a) and 6.7(a) of the Indenture shall survive any termination, resignation or removal of CarMax as Administrator. (f) The appointment of any successor Administrator shall be effective only after satisfaction of the Rating Agency Condition with respect to such the proposed appointment. (g) Subject to Sections 9(e), 9(f) and 20, the Administrator acknowledges that upon the appointment of a Successor Servicer pursuant to the Sale and Servicing Agreement the Administrator shall immediately resign and such Successor Servicer shall automatically become the Administrator under this Agreement.

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in full force and effect until the dissolution of the Issuer, upon which event this Agreement shall automatically terminate. (ba) Subject to Sections 9(e1.09(d) and 9(f1.09(e), the Administrator may resign its duties hereunder by providing the Issuer with at least sixty (60) 60 days’ ' prior written notice. (cb) Subject to Sections 9(e1.09(d) and 9(f1.09(e), the Issuer may remove the Administrator without cause by providing the Administrator with at least sixty (60) 60 days’ ' prior written notice; provided, however, that in the event the Servicer is removed as the Servicer pursuant to Section 8.1 of the Sale and Servicing Agreement following the occurrence of an Event of Servicing Termination, the Servicer shall be simultaneously removed as Administrator hereunder. (dc) Subject to Sections 9(e1.09(d) and 9(f1.09(e), at the sole option of the Issuer, the Issuer Administrator may remove the Administrator be removed immediately upon written notice of termination from the Issuer to the Administrator if any of the following events shall occur and be continuingoccur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within ten (10) days (or, if such default cannot be cured in such time, shall not give within ten (10) days such assurance of cure as shall be reasonably satisfactory to the Issuer); (ii) a court having jurisdiction in the premises shall enter existence of any proceeding or action, or the entry of a decree or order for relief, and such decree relief by a court or order shall not have been vacated within sixty (60) days, in respect of regulatory authority having jurisdiction over the Administrator in any an involuntary case under any applicable bankruptcythe federal bankruptcy laws, insolvency or other similar law as now or hereafter in effect effect, or appoint appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official for of the Administrator or of any substantial part of its property property, or order ordering the winding-winding up or liquidation of its affairsthe affairs of the Administrator and the continuance of any such action, proceeding, decree or order unstayed and, in the case of any such order or decree, in effect for a period of 60 consecutive days; or (iii) the commencement by the Administrator shall commence of a voluntary case under any applicable bankruptcythe federal bankruptcy laws, insolvency or other similar law as now or hereafter in effect, shall or the consent to by the entry of an order for relief in an involuntary case under any such law, shall consent Administrator to the appointment of or taking of possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official for of the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general property or the making by the Administrator of an assignment for the benefit of creditors or shall fail the failure by the Administrator generally to pay its debts as they such debts become duedue or the taking of corporate action by the Administrator in furtherance of any of the foregoing. If The Administrator agrees that if any of the events specified in clauses (ii) or (iii) of this Section 9(d) above shall occur, the Administrator it shall give written notice thereof to the Issuer and the Indenture Trustee within seven (7) days after the occurrence of such event. (ed) No resignation or removal of the Administrator pursuant to this Section 9(d) shall be effective until (i) a successor Administrator shall have been appointed by the Issuer and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. In the event that the Indenture Trustee is the successor Administrator, CarMax’s payment obligations pursuant to Sections 5.16(a) and 6.7(a) of the Indenture shall survive any termination, resignation or removal of CarMax as Administrator. (fe) The appointment of any successor Administrator shall be effective only after satisfaction of the Rating Agency Condition with respect to such the proposed appointment. (gf) Subject to Sections 9(e), 9(f1.09(d) and 201.09(e), the Administrator acknowledges that upon the appointment of a Successor Master Servicer pursuant to the Sale and Servicing Agreement Agreement, the Administrator shall immediately resign and such Successor Master Servicer shall automatically become the Administrator under this Agreement.

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in full force and effect until the dissolution of the Issuer, upon which event this Agreement shall automatically terminate. (ba) Subject to Sections 9(e1.9(d) and 9(f(e), the Administrator may resign its duties hereunder by providing the Issuer with at least sixty (60) 60 days’ prior written notice. (cb) Subject to Sections 9(e1.9(d) and 9(f(e), the Issuer may remove the Administrator without cause by providing the Administrator with at least sixty (60) 60 days’ prior written notice; provided, however, that in the event the Servicer is removed as the Servicer pursuant to Section 8.1 of the Sale and Servicing Agreement following the occurrence of an Event of Servicing Termination, the Servicer shall be simultaneously removed as Administrator hereunder. (dc) Subject to Sections 9(e1.9(d) and 9(f(e), at the sole option of the Issuer, the Issuer Administrator may remove the Administrator be removed immediately upon written notice of termination from the Issuer to the Administrator if any of the following events shall occur and be continuingoccur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within ten (10) days (or, if such default cannot be cured in such time, shall not give within ten (10) days such assurance of cure as shall be reasonably satisfactory to the Issuer); (ii) a court having jurisdiction in the premises shall enter existence of any proceeding or action, or the entry of a decree or order for relief, and such decree relief by a court or order shall not have been vacated within sixty (60) days, in respect of regulatory authority having jurisdiction over the Administrator in any an involuntary case under any applicable bankruptcythe federal bankruptcy laws, insolvency or other similar law as now or hereafter in effect effect, or appoint appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official for of the Administrator or of any substantial part of its property property, or order ordering the winding-winding up or liquidation of its affairs; orthe affairs of the Administrator and the continuance of any such action, proceeding, decree or order unstayed and, in the case of any such order or decree, in effect for a period of 90 consecutive days; (iii) the commencement by the Administrator shall commence of a voluntary case under any applicable bankruptcythe federal bankruptcy laws, insolvency or other similar law as now or hereafter in effect, shall or the consent to by the entry of an order for relief in an involuntary case under any such law, shall consent Administrator to the appointment of or taking of possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official for of the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general property or the making by the Administrator of an assignment for the benefit of creditors or shall fail the failure by the Administrator generally to pay its debts as they such debts become duedue or the taking of corporate action by the Administrator in furtherance of any of the foregoing; or (iv) any failure by the Administrator to deliver any information, report, certification, attestation or accountants’ letter when and as required under Section 1.20 which continues unremedied for fifteen (15) calendar days after the date on which such information, report, certification, attestation or accountants’ letter was required to be delivered. If The Administrator agrees that if any of the events specified in clauses (ii) or (iii) of this Section 9(d) above shall occur, the Administrator it shall give written notice thereof to the Issuer and the Indenture Trustee within seven (7) days after the occurrence of such event. (ed) No resignation or removal of the Administrator pursuant to this Section 9(d) shall be effective until (i) a successor Administrator shall have been appointed by the Issuer and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. In the event that the Indenture Trustee is the successor Administrator, CarMax’s payment obligations pursuant to Sections 5.16(a) and 6.7(a) of the Indenture shall survive any termination, resignation or removal of CarMax as Administrator. (fe) The appointment of any successor Administrator shall be effective only after satisfaction of the Rating Agency Condition with respect to such the proposed appointment. (gf) Subject to Sections 9(e), 9(fSection 1.9(d) and 201.9(e), the Administrator acknowledges that upon the appointment of a Successor successor Servicer pursuant to the Sale and Servicing Agreement Agreement, the Administrator shall immediately resign and such Successor successor Servicer shall automatically become the Administrator under this Agreement.

Term of Agreement; Resignation and Removal of Administrator. (a) This Administration Agreement shall continue in full force and effect until the dissolution payment in full of the IssuerPhase-In-Recovery Bonds and any other amount which may become due and payable under the Indenture, upon which event this Administration Agreement shall automatically terminate. (b) Subject to Sections 9(e8(e) and 9(f8(f), the Administrator may resign its duties hereunder by providing the Issuer and the Rating Agencies with at least sixty (60) days’ prior written notice. (c) Subject to Sections 9(e8(e) and 9(f8(f), the Issuer may remove the Administrator without cause by providing the Administrator and the Rating Agencies with at least sixty (60) days’ prior written notice; provided, however, that in the event the Servicer is removed as the Servicer pursuant to Section 8.1 of the Sale and Servicing Agreement following the occurrence of an Event of Servicing Termination, the Servicer shall be simultaneously removed as Administrator hereunder. (d) Subject to Sections 9(e8(e) and 9(f8(f), at the sole option of the Issuer, the Issuer Administrator may remove the Administrator be removed immediately upon written notice of termination from the Issuer to the Administrator and the Rating Agencies, if any of the following events shall occur and be continuingoccur: (i) the Administrator shall default in the performance of any of its duties under this Administration Agreement and, after notice of such default, shall not fail to cure such default within ten (10) days (or, if such default cannot be cured in such time, shall not (A) fail to give within ten (10) days such assurance of cure as shall be reasonably satisfactory to the IssuerIssuer and (B) fail to cure such default within thirty (30) days thereafter); (ii) a court having of competent jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within sixty (60) days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect effect, or such court shall appoint a receiver, liquidator, assignee, custodian, trustee, custodian, sequestrator or other similar official for the Administrator or any substantial part of its property or order the winding-up or liquidation of its affairs; or (iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official for the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due. If The Administrator agrees that if any of the events specified in clauses (ii) or (iii) of this Section 9(d8(d) shall occur, the Administrator it shall give written notice thereof to the Issuer and the Indenture Trustee as soon as practicable but in any event within seven (7) days after the occurrence happening of such event. (e) No resignation or removal of the Administrator pursuant to this Section 9(d) 8 shall be effective until (i) a successor Administrator shall have has been appointed by the Issuer Issuer, and (ii) such successor Administrator shall have has agreed in writing to be bound by the terms of this Administration Agreement in the same manner as the Administrator is bound hereunder. In the event that the Indenture Trustee is the successor Administrator, CarMax’s payment obligations pursuant to Sections 5.16(a) and 6.7(a) of the Indenture shall survive any termination, resignation or removal of CarMax as Administrator. (f) The appointment of any successor Administrator shall be effective only after satisfaction of the Rating Agency Condition with respect to such the proposed appointment. (g) Subject to Sections 9(e), 9(f) and 20, the Administrator acknowledges that upon the appointment of a Successor Servicer pursuant to the Sale and Servicing Agreement the Administrator shall immediately resign and such Successor Servicer shall automatically become the Administrator under this Agreement.

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in full force for one year and effect until one day after the dissolution retirement of all Rate Reduction Bonds issued pursuant to the Issuer, upon which event this Agreement shall automatically terminateIndenture. (b) Subject to Sections 9(e5.04(e) and 9(f5.04(f), the Administrator may resign its duties hereunder by providing the Issuer with at least sixty (60) days’ 60 days prior written notice. (c) Subject to Sections 9(e5.04(e) and 9(f5.04(f), the Issuer may remove the Administrator without cause by providing the Administrator and the Rating Agencies with at least sixty (60) days’ 60 days prior written notice; provided, however, that in the event the Servicer is removed as the Servicer pursuant to Section 8.1 of the Sale and Servicing Agreement following the occurrence of an Event of Servicing Termination, the Servicer shall be simultaneously removed as Administrator hereunder. (d) Subject to Sections 9(e5.04(e) and 9(f5.04(f), at the sole option of the Issuer, the Issuer Administrator may remove the Administrator be removed immediately upon written notice of termination from the Issuer to the Administrator and the Rating Agencies if any of the following events shall occur and be continuingoccur: (i1) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within ten (10) days (or, if such default is curable but cannot be cured in such time, shall not (A) fail to give within ten (10) days such assurance of cure as shall be reasonably satisfactory to the IssuerIssuer and (B) fail to cure such default within 30 days thereafter); (ii2) a court having jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within sixty (60) 60 days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect or appoint a receiver, liquidator, assignee, custodian, trustee, custodian, sequestrator or other similar official for the Administrator or any substantial part of its property or order the winding-up or liquidation of its affairs; or (iii3) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official for the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due. If The Administrator agrees that if any of the events specified in clauses clause (ii2) or (iii3) of this Section 9(d) shall occur, the Administrator it shall give written notice thereof to the Issuer and the Indenture Trustee as soon as practicable but in any event within seven (7) days after the occurrence happening of such event. (e) No resignation or removal of the Administrator pursuant to this Section 9(d) 5.04 shall be effective until (i1) a successor Administrator shall have been appointed by the Issuer and (ii2) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement or another agreement substantially similar to this Agreement in the same manner as the Administrator is bound hereunder. In the event that the Indenture Trustee is the successor Administrator, CarMax’s payment obligations pursuant to Sections 5.16(a) and 6.7(a) of the Indenture shall survive any termination, resignation or removal of CarMax as Administrator. (f) The appointment of any successor Administrator shall be effective only after satisfaction of the Rating Agency Condition with respect to such the proposed appointment. (g) Subject to Sections 9(e), 9(f) and 20, the Administrator acknowledges that upon the appointment of a Successor Servicer pursuant to the Sale and Servicing Agreement the Administrator shall immediately resign and such Successor Servicer shall automatically become the Administrator under this Agreement.

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in full force and effect until the dissolution of the Issuer, upon which event this Agreement shall automatically terminate. (ba) Subject to Sections 9(e1.09(d) and 9(f1.09(e), the Administrator may resign its duties hereunder by providing the Issuer with at least sixty (60) 60 days’ prior written notice. (cb) Subject to Sections 9(e1.09(d) and 9(f1.09(e), the Issuer may remove the Administrator without cause by providing the Administrator with at least sixty (60) 60 days’ prior written notice; provided, however, that in the event the Servicer is removed as the Servicer pursuant to Section 8.1 of the Sale and Servicing Agreement following the occurrence of an Event of Servicing Termination, the Servicer shall be simultaneously removed as Administrator hereunder. (dc) Subject to Sections 9(e1.09(d) and 9(f1.09(e), at the sole option of the Issuer, the Issuer Administrator may remove the Administrator be removed immediately upon written notice of termination from the Issuer to the Administrator if any of the following events shall occur and be continuingoccur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within ten (10) days (or, if such default cannot be cured in such time, shall not give within ten (10) days such assurance of cure as shall be reasonably satisfactory to the Issuer); (ii) a court having jurisdiction in the premises shall enter existence of any Proceeding or action, or the entry of a decree or order for relief, and such decree relief by a court or order shall not have been vacated within sixty (60) days, in respect of regulatory authority having jurisdiction over the Administrator in any an involuntary case under any applicable bankruptcythe federal bankruptcy laws, insolvency or other similar law as now or hereafter in effect effect, or appoint appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official for of the Administrator or of any substantial part of its property property, or order ordering the winding-winding up or liquidation of its affairsthe affairs of the Administrator and the continuance of any such action, Proceeding, decree or order unstayed and, in the case of any such order or decree, in effect for a period of 60 consecutive days; or (iii) the commencement by the Administrator shall commence of a voluntary case under any applicable bankruptcythe federal bankruptcy laws, insolvency or other similar law as now or hereafter in effect, shall or the consent to by the entry of an order for relief in an involuntary case under any such law, shall consent Administra­tor to the appointment of or taking of possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official for of the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general property or the making by the Administrator of an assignment for the benefit of creditors or shall fail the failure by the Administrator generally to pay its debts as they such debts become duedue or the taking of corporate action by the Administrator in furtherance of any of the foregoing. If The Administrator agrees that if any of the events specified in clauses (ii) or (iii) of this Section 9(d) above shall occur, the Administrator it shall give written notice thereof to the Issuer and the Indenture Trustee within seven (7) days after the occurrence of such event. (ed) No resignation or removal of the Administrator pursuant to this Section 9(d) shall be effective until (i) a successor Administrator shall have been appointed by the Issuer and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. In the event that the Indenture Trustee is the successor Administrator, CarMax’s payment obligations pursuant to Sections 5.16(a) and 6.7(a) of the Indenture shall survive any termination, resignation or removal of CarMax as Administrator. (fe) The appointment of any successor Administrator shall be effective only after satisfaction of the providing prior written notice to each Rating Agency Condition with respect to such the proposed appointment. (gf) Subject to Sections 9(e), 9(f1.09(d) and 201.09(e), the Administrator acknowledges that upon the appointment of a Successor Servicer pursuant to the Sale and Servicing Agreement Agreement, the Administrator shall immediately resign and such Successor Servicer shall automatically become the Administrator under this Agreement.

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in full force and effect until the dissolution of the Issuer, upon which event this Agreement shall automatically terminate. (ba) Subject to Sections 9(e1.09(d) and 9(f1.09(e), the Administrator may resign its duties hereunder by providing the Issuer with at least sixty (60) 60 days’ ' prior written notice. (cb) Subject to Sections 9(e1.09(d) and 9(f1.09(e), the Issuer may remove the Administrator without cause by providing the Administrator with at least sixty (60) 60 days’ ' prior written notice; provided, however, that in the event the Servicer is removed as the Servicer pursuant to Section 8.1 of the Sale and Servicing Agreement following the occurrence of an Event of Servicing Termination, the Servicer shall be simultaneously removed as Administrator hereunder. (dc) Subject to Sections 9(e1.09(d) and 9(f1.09(e), at the sole option of the Issuer, the Issuer Administrator may remove the Administrator be removed immediately upon written notice of termination from the Issuer to the Administrator if any of the following events shall occur and be continuingoccur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within ten (10) days (or, if such default cannot be cured in such time, shall not give within ten (10) days such assurance of cure as shall be reasonably satisfactory to the Issuer); (ii) a court having jurisdiction in the premises shall enter existence of any proceeding or action, or the entry of a decree or order for relief, and such decree relief by a court or order shall not have been vacated within sixty (60) days, in respect of regulatory authority having jurisdiction over the Administrator in any an involuntary case under any applicable bankruptcythe federal bankruptcy laws, insolvency or other similar law as now or hereafter in effect effect, or appoint appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official for of the Administrator or of any substantial part of its property property, or order ordering the winding-winding up or liquidation of its affairs; orthe affairs of the Administrator and the continuance of any such action, proceeding, decree or order unstayed and, in the case of any such order or decree, in effect for a period of 90 consecutive days; (iii) the commencement by the Administrator shall commence of a voluntary case under any applicable bankruptcythe federal bankruptcy laws, insolvency or other similar law as now or hereafter in effect, shall or the consent to by the entry of an order for relief in an involuntary case under any such law, shall consent Administrator to the appointment of or taking of possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official for of the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general property or the making by the Administrator of an assignment for the benefit of creditors or shall fail the failure by the Administrator generally to pay its debts as they such debts become duedue or the taking of corporate action by the Administrator in furtherance of any of the foregoing; or (iv) any failure by the Administrator to deliver any information, report, certification, attestation or accountants' letter when and as required under Section 1.21 which continues unremedied for fifteen (15) calendar days after the date on which such information, report, certification, compliance certificate, attestation or accountants' letter was required to be delivered. If The Administrator agrees that if any of the events specified in clauses (ii) or (iii) of this Section 9(d) above shall occur, the Administrator it shall give written notice thereof to the Issuer and the Indenture Trustee within seven (7) days after the occurrence of such event. (ed) No resignation or removal of the Administrator pursuant to this Section 9(d) shall be effective until (i) a successor Administrator shall have been appointed by the Issuer and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. In the event that the Indenture Trustee is the successor Administrator, CarMax’s payment obligations pursuant to Sections 5.16(a) and 6.7(a) of the Indenture shall survive any termination, resignation or removal of CarMax as Administrator. (fe) The appointment of any successor Administrator shall be effective only after satisfaction of the Rating Agency Condition with respect to such the proposed appointment. (gf) Subject to Sections 9(e), 9(f1.09(d) and 201.09(e), the Administrator acknowledges that upon the appointment of a Successor successor Servicer pursuant to the Sale and Servicing Agreement Agreement, the Administrator shall immediately resign and such Successor successor Servicer shall automatically become the Administrator under this Agreement.

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in full force and effect until the dissolution termination of the Issuer, upon which event this Agreement shall automatically terminate. (b) Subject to Sections 9(e8(e) and 9(f8(f), the Administrator may resign its duties hereunder by providing the Issuer with at least sixty (60) 30 days’ ' prior written notice. (c) Subject to Sections 9(e8(e) and 9(f8(f), the Issuer may remove the Administrator without cause by providing the Administrator with at least sixty (60) 30 days’ ' prior written notice; provided, however, that in the event the Servicer is removed as the Servicer pursuant to Section 8.1 of the Sale and Servicing Agreement following the occurrence of an Event of Servicing Termination, the Servicer shall be simultaneously removed as Administrator hereunder. (d) Subject to Sections 9(e8(e) and 9(f8(f), at the sole option of the Issuer, the Issuer Administrator may remove the Administrator be removed immediately upon written notice of termination from the Issuer to the Administrator if any of the following events shall occur and be continuingoccur: (i) the Administrator shall default fail to perform in the performance of any material respect any of its duties under this Agreement and, after notice of such default, shall not cure such default within ten (10) 10 days (or, if such default cannot be cured in such time, shall not give within ten (10) such 10 days such assurance of timely and complete cure as shall be reasonably satisfactory to the Issuer); (ii) the entry of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises shall enter for the appointment of a decree trustee in bankruptcy, conservator, receiver or order liquidator for reliefthe Administrator in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding up or liquidation of their respective affairs, and the continuance of any such decree or order shall not have been vacated within sixty (60) days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter unstayed and in effect or appoint for a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official for the Administrator or any substantial part period of its property or order the winding-up or liquidation of its affairs90 consecutive days; or (iii) the consent by the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, shall consent to the appointment of a receivertrustee in bankruptcy, liquidatorconservator or receiver or liquidator in any bankruptcy, assigneeinsolvency, trusteereadjustment of debt, custodian, sequestrator marshalling of assets and liabilities or other similar official for proceedings of or relating to the Administrator of or any substantial part relating to substantially all of its their property, or the Administrator shall consent admit in writing its inability to the taking of possession by any such official pay its debts generally as they become due, file a petition to take advantage of any substantial part of its propertyapplicable insolvency or reorganization statute, shall make any general an assignment for the benefit of creditors its creditors, or shall fail generally to pay voluntarily suspend payment of its debts as they become dueobligations. If The Administrator agrees that if any of the events specified in clauses (ii) or (iii) of this Section 9(d) shall occur, the Administrator it shall give written notice thereof to the Issuer Issuer, the Owner Trustee and the Indenture Trustee within seven (7) days after the occurrence of such event. (e) No resignation or removal of the Administrator pursuant to this Section 9(d) shall be effective until (i) a successor Administrator shall have been appointed by the Issuer and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in on substantially the same manner terms as the Administrator is bound hereunder. In the event that the Indenture Trustee is the successor Administrator, CarMax’s payment obligations pursuant to Sections 5.16(a) and 6.7(a) of the Indenture shall survive any termination, resignation or removal of CarMax as Administrator. (f) The appointment of any successor Administrator shall be effective only after satisfaction of the each Rating Agency Condition with respect (other than Moody's) has provided to the Owner Trustee and the Indenture Trustee notice that the proposed appointment will not result in the reduction or withdrawal of any rating, if any, then assigned by such appointmentRating Agency to any Class of Notes or the Certificates. Promptly after the appointment of any successor Administrator, the Owner Trustee will provide notice of such appointment to Moody's (so long as Xxxxx'x is then rating any outstanding Notes). (g) Subject to Sections 9(e), 9(fSection 8(e) and 208(f), the Administrator acknowledges that upon the appointment of a Successor Servicer pursuant to the Sale and Servicing Agreement Agreement, the Administrator shall immediately resign and such Successor Servicer shall automatically become succeed to the rights, duties and obligations of the Administrator under this Agreement.

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in full force and effect until the dissolution termination of the IssuerIssuer in accordance with Section 9.1 of the Trust Agreement, upon which event this Agreement shall automatically terminate. (b) Subject to Sections 9(e) and 9(f), the Administrator may resign its duties hereunder by providing the Issuer with at least sixty (60) days’ ' prior written notice. (c) Subject to Sections 9(e) and 9(f), the Issuer may remove the Administrator without cause by providing the Administrator with at least sixty (60) days’ prior written notice; provided, however, that in the event the Servicer is removed as the Servicer pursuant to Section 8.1 of the Sale and Servicing Agreement following the occurrence of an Event of Servicing Termination, the Servicer shall be simultaneously removed as Administrator hereunder. (d) Subject to Sections 9(e) and 9(f), at the sole option of the Issuer, the Issuer Administrator may remove the Administrator be removed immediately upon written notice of termination from the Issuer to the Administrator if any of the following events shall occur and be continuingoccur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within ten (10) days (or, if such default cannot be cured in such time, shall not give within ten (10) days such assurance of cure as shall be reasonably satisfactory to the Issuer); (ii) a court having jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within sixty (60) days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect or appoint a receiver, liquidator, assignee, custodian, trustee, custodian, sequestrator or other similar official for the Administrator or any substantial part of its property or order the winding-up or liquidation of its affairs; or (iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official for the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due. If The Administrator agrees that if any of the events specified in clauses (ii) or (iii) of this Section 9(d) shall occur, the Administrator it shall give written notice thereof to the Issuer and the Indenture Trustee within seven (7) days after the occurrence happening of such event. (ed) No resignation or removal of the Administrator pursuant to this Section 9(d) 9 shall be effective until (i) a successor Administrator shall have been appointed by the Issuer and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. In the event that the Indenture Trustee is the successor Administrator, CarMax’s payment obligations pursuant to Sections 5.16(a) and 6.7(a) The Issuer shall provide written notice of the Indenture shall survive any termination, such resignation or removal of CarMax as Administratorto the Indenture Trustee, with a copy to the Rating Agencies. (fe) The appointment of any successor Administrator shall be effective only after satisfaction of the Rating Agency Condition with respect to such the proposed appointment. (gf) Subject to Sections 9(e), 9(f) and 209(f), the Administrator acknowledges that upon the appointment of a Successor successor Servicer pursuant to the Sale and Servicing Agreement Agreement, the Administrator shall immediately resign and such Successor successor Servicer shall automatically become the Administrator under this Agreement.

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in full force and effect until the dissolution termination of the Issuer, upon which event this Agreement shall automatically terminate. (b) Subject to Sections 9(e8(e) and 9(f8(f), the Administrator may resign its duties hereunder by providing the Issuer with at least sixty (60) 30 days’ prior written notice. (c) Subject to Sections 9(e8(e) and 9(f8(f), the Issuer may remove the Administrator without cause by providing the Administrator with at least sixty (60) 30 days’ prior written notice; provided, however, that in the event the Servicer is removed as the Servicer pursuant to Section 8.1 of the Sale and Servicing Agreement following the occurrence of an Event of Servicing Termination, the Servicer shall be simultaneously removed as Administrator hereunder. (d) Subject to Sections 9(e8(e) and 9(f8(f), at the sole option of the Issuer, the Issuer Administrator may remove the Administrator be removed immediately upon written notice of termination from the Issuer to the Administrator if any of the following events shall occur and be continuingoccur: (i) the Administrator shall default fail to perform in the performance of any material respect any of its duties under this Agreement and, after notice of such default, shall not cure such default within ten (10) 10 days (or, if such default cannot be cured in such time, shall not give within ten (10) such 10 days such assurance of timely and complete cure as shall be reasonably satisfactory to the Issuer); (ii) the entry of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises shall enter for the appointment of a decree trustee in bankruptcy, conservator, receiver or order liquidator for reliefthe Administrator in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding up or liquidation of their respective affairs, and the continuance of any such decree or order shall not have been vacated within sixty (60) days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter unstayed and in effect or appoint for a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official for the Administrator or any substantial part period of its property or order the winding-up or liquidation of its affairs90 consecutive days; or (iii) the consent by the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, shall consent to the appointment of a receivertrustee in bankruptcy, liquidatorconservator or receiver or liquidator in any bankruptcy, assigneeinsolvency, trusteereadjustment of debt, custodian, sequestrator marshalling of assets and liabilities or other similar official for proceedings of or relating to the Administrator of or any substantial part relating to substantially all of its their property, or the Administrator shall consent admit in writing its inability to the taking of possession by any such official pay its debts generally as they become due, file a petition to take advantage of any substantial part of its propertyapplicable insolvency or reorganization statute, shall make any general an assignment for the benefit of creditors its creditors, or shall fail generally to pay voluntarily suspend payment of its debts as they become dueobligations. If The Administrator agrees that if any of the events specified in clauses (ii) or (iii) of this Section 9(d) shall occur, the Administrator it shall give written notice thereof to the Issuer Issuer, the Owner Trustee and the Indenture Trustee within seven (7) days after the occurrence of such event. (e) No resignation or removal of the Administrator pursuant to this Section 9(d) shall be effective until (i) a successor Administrator shall have been appointed by the Issuer and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in on substantially the same manner terms as the Administrator is bound hereunder. In the event that the Indenture Trustee is the successor Administrator, CarMax’s payment obligations pursuant to Sections 5.16(a) and 6.7(a) of the Indenture shall survive any termination, resignation or removal of CarMax as Administrator. (f) The appointment of any successor Administrator shall be effective only after satisfaction of the each Rating Agency Condition with respect (other than Xxxxx’x and Fitch) has provided to the Owner Trustee and the Indenture Trustee notice that the proposed appointment will not result in the reduction or withdrawal of any rating, if any, then assigned by such appointmentRating Agency to any Class of Notes or the Certificates. Promptly after the appointment of any successor Administrator, the Owner Trustee will provide notice of such appointment to Xxxxx’x and Fitch (so long as such Rating Agency is then rating any outstanding Notes). (g) Subject to Sections 9(e), 9(fSection 8(e) and 208(f), the Administrator acknowledges that upon the appointment of a Successor Servicer pursuant to the Sale and Servicing Agreement Agreement, the Administrator shall immediately resign and such Successor Servicer shall automatically become succeed to the rights, duties and obligations of the Administrator under this Agreement.

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in full force and effect until the dissolution termination of the Issuer, upon which event this Agreement shall automatically terminate. (b) Subject to Sections 9(e8(e) and 9(f8(f), the Administrator may resign its duties hereunder by providing the Issuer with at least sixty (60) 30 days’ prior written notice. (c) Subject to Sections 9(e8(e) and 9(f8(f), the Issuer may remove the Administrator without cause by providing the Administrator with at least sixty (60) 30 days’ prior written notice; provided, however, that in the event the Servicer is removed as the Servicer pursuant to Section 8.1 of the Sale and Servicing Agreement following the occurrence of an Event of Servicing Termination, the Servicer shall be simultaneously removed as Administrator hereunder. (d) Subject to Sections 9(e8(e) and 9(f8(f), at the sole option of the Issuer, the Issuer Administrator may remove the Administrator be removed immediately upon written notice of termination from the Issuer to the Administrator if any of the following events shall occur and be continuingoccur: (i) the Administrator shall default fail to perform in the performance of any material respect any of its duties under this Agreement and, after notice of such default, shall not cure such default within ten (10) 10 days (or, if such default cannot be cured in such time, shall not give within ten (10) such 10 days such assurance of timely and complete cure as shall be reasonably satisfactory to the Issuer); (ii) the entry of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises shall enter for the appointment of a decree trustee in bankruptcy, conservator, receiver or order liquidator for reliefthe Administrator in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding up or liquidation of their respective affairs, and the continuance of any such decree or order shall not have been vacated within sixty (60) days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter unstayed and in effect or appoint for a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official for the Administrator or any substantial part period of its property or order the winding-up or liquidation of its affairs90 consecutive days; or (iii) the consent by the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, shall consent to the appointment of a receivertrustee in bankruptcy, liquidatorconservator or receiver or liquidator in any bankruptcy, assigneeinsolvency, trusteereadjustment of debt, custodian, sequestrator marshalling of assets and liabilities or other similar official for proceedings of or relating to the Administrator of or any substantial part relating to substantially all of its their property, or the Administrator shall consent admit in writing its inability to the taking of possession by any such official pay its debts generally as they become due, file a petition to take advantage of any substantial part of its propertyapplicable insolvency or reorganization statute, shall make any general an assignment for the benefit of creditors its creditors, or shall fail generally to pay voluntarily suspend payment of its debts as they become dueobligations. If The Administrator agrees that if any of the events specified in clauses (ii) or (iii) of this Section 9(d) shall occur, the Administrator it shall give written notice thereof to the Issuer Issuer, the Owner Trustee and the Indenture Trustee within seven (7) days after the occurrence of such event. (e) No resignation or removal of the Administrator pursuant to this Section 9(d) shall be effective until (i) a successor Administrator shall have been appointed by the Issuer and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in on substantially the same manner terms as the Administrator is bound hereunder. In the event that the Indenture Trustee is the successor Administrator, CarMax’s payment obligations pursuant to Sections 5.16(a) and 6.7(a) of the Indenture shall survive any termination, resignation or removal of CarMax as Administrator. (f) The appointment of any successor Administrator shall be effective only after satisfaction of the each Rating Agency Condition with respect (other than Moody’s) has provided to the Owner Trustee and the Indenture Trustee notice that the proposed appointment will not result in the reduction or withdrawal of any rating, if any, then assigned by such appointmentRating Agency to any Class of Notes or the Certificates. Promptly after the appointment of any successor Administrator, the Owner Trustee will provide notice of such appointment to Moody’s (so long as Xxxxx’x is then rating any outstanding Notes). (g) Subject to Sections 9(e), 9(fSection 8(e) and 208(f), the Administrator acknowledges that upon the appointment of a Successor Servicer pursuant to the Sale and Servicing Agreement Agreement, the Administrator shall immediately resign and such Successor Servicer shall automatically become succeed to the rights, duties and obligations of the Administrator under this Agreement.

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in full force and effect until the dissolution termination of the Issuer, upon which event this Agreement shall automatically terminate. (b) Subject to Sections 9(e8(e) and 9(f8(f), the Administrator may resign its duties hereunder by providing the Issuer with at least sixty (60) 30 days’ prior written notice. (c) Subject to Sections 9(e8(e) and 9(f8(f), the Issuer may remove the Administrator without cause by providing the Administrator with at least sixty (60) 30 days’ prior written notice; provided, however, that in the event the Servicer is removed as the Servicer pursuant to Section 8.1 of the Sale and Servicing Agreement following the occurrence of an Event of Servicing Termination, the Servicer shall be simultaneously removed as Administrator hereunder. (d) Subject to Sections 9(e8(e) and 9(f8(f), at the sole option of the Issuer, the Issuer Administrator may remove the Administrator be removed immediately upon written notice of termination from the Issuer to the Administrator if any of the following events shall occur and be continuingoccur: (i) the Administrator shall default fail to perform in the performance of any material respect any of its duties under this Agreement and, after notice of such default, shall not cure such default within ten (10) 10 days (or, if such default cannot be cured in such time, shall not give within ten (10) such 10 days such assurance of timely and complete cure as shall be reasonably satisfactory to the Issuer); (ii) the entry of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises shall enter for the appointment of a decree trustee in bankruptcy, conservator, receiver or order liquidator for reliefthe Administrator in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding up or liquidation of their respective affairs, and the continuance of any such decree or order shall not have been vacated within sixty (60) days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter unstayed and in effect or appoint for a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official for the Administrator or any substantial part period of its property or order the winding-up or liquidation of its affairs90 consecutive days; or (iii) the consent by the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, shall consent to the appointment of a receivertrustee in bankruptcy, liquidatorconservator or receiver or liquidator in any bankruptcy, assigneeinsolvency, trusteereadjustment of debt, custodian, sequestrator marshalling of assets and liabilities or other similar official for proceedings of or relating to the Administrator of or any substantial part relating to substantially all of its their property, or the Administrator shall consent admit in writing its inability to the taking of possession by any such official pay its debts generally as they become due, file a petition to take advantage of any substantial part of its propertyapplicable insolvency or reorganization statute, shall make any general an assignment for the benefit of creditors its creditors, or shall fail generally to pay voluntarily suspend payment of its debts as they become dueobligations. If The Administrator agrees that if any of the events specified in clauses (ii) or (iii) of this Section 9(d) shall occur, the Administrator it shall give written notice thereof to the Issuer Issuer, the Owner Trustee and the Indenture Trustee within seven (7) days after the occurrence of such event. (e) No resignation or removal of the Administrator pursuant to this Section 9(d) shall be effective until (i) a successor Administrator shall have been appointed by the Issuer and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in on substantially the same manner terms as the Administrator is bound hereunder. In the event that the Indenture Trustee is the successor Administrator, CarMax’s payment obligations pursuant to Sections 5.16(a) and 6.7(a) of the Indenture shall survive any termination, resignation or removal of CarMax as Administrator. (f) The appointment of any successor Administrator shall be effective only after satisfaction of the Rating Agency Condition with respect to such appointmentappointment shall have been satisfied. Promptly after the appointment of any successor Administrator, the successor Administrator shall provide notice of such appointment to Xxxxx’x and Fitch (so long as such Rating Agency is then rating any outstanding Notes). (g) Subject to Sections 9(e), 9(fSection 8(e) and 208(f), the Administrator acknowledges that upon the appointment of a Successor Servicer pursuant to the Sale and Servicing Agreement Agreement, the Administrator shall immediately resign and such Successor Servicer shall automatically become succeed to the rights, duties and obligations of the Administrator under this Agreement.

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in full force and effect until the dissolution of the IssuerIssuing Entity, upon which event this Agreement shall automatically terminate. (b) Subject to Sections 9(e) and 9(fSection 10(e), the Administrator may resign its duties hereunder by providing the Issuer Issuing Entity with at least sixty (60) 60 days’ prior written notice. (c) Subject to Sections 9(e) and 9(fSection 10(e), the Issuer Issuing Entity may remove the Administrator without cause by providing the Administrator with at least sixty (60) 60 days’ prior written notice; provided, however, that in the event the Servicer is removed as the Servicer pursuant to Section 8.1 of the Sale and Servicing Agreement following the occurrence of an Event of Servicing Termination, the Servicer shall be simultaneously removed as Administrator hereunder. (d) Subject to Sections 9(e) and 9(fSection 10(e), at the sole option of the IssuerIssuing Entity, the Issuer Administrator may remove the Administrator be removed immediately upon written notice of termination from the Issuer Issuing Entity to the Administrator if any of the following events shall occur and be continuingoccur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice from the Issuing Entity of such default, shall not cure such default within ten (10) days (or, if such default cannot be cured in such time, shall not give within ten (10) days such assurance of cure as shall be reasonably satisfactory to the IssuerIssuing Entity); (ii) a court having jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within sixty (60) 60 days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect or appoint a receiver, liquidator, assignee, custodian, trustee, custodian, sequestrator or other similar official for the Administrator or any substantial part of its property or order the winding-up or liquidation of its affairs; or or (iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official for the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due. If The Administrator agrees that if any of the events specified in clauses (ii) or (iii) of this Section 9(d10(d) shall occur, the Administrator it shall give written notice thereof to the Issuer Issuing Entity and the Indenture Trustee within seven (7) days after the occurrence happening of such event. (e) No resignation or removal of the Administrator pursuant to this Section 9(d) 10 shall be effective until (i) a successor Administrator shall have been appointed by the Issuer and Issuing Entity, (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. In the event that the Indenture Trustee is the successor Administrator, CarMax’s payment obligations pursuant to Sections 5.16(aand (iii) and 6.7(a) of the Indenture shall survive any termination, resignation or removal of CarMax as Administrator. (f) The appointment of any successor Administrator shall be effective only after satisfaction of the Rating Agency Condition has been satisfied with respect to such proposed appointment. (g) Subject to Sections 9(e), 9(f) and 20, the Administrator acknowledges that upon the appointment of a Successor Servicer pursuant to the Sale and Servicing Agreement the Administrator shall immediately resign and such Successor Servicer shall automatically become the Administrator under this Agreement.

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in full force for one year and effect until one day after the dissolution retirement of all Transition Bonds issued pursuant to the Issuer, upon which event this Agreement shall automatically terminateIndenture. (b) Subject to Sections 9(e5.04(e) and 9(f5.04(f), the Administrator may resign its duties hereunder by providing the Issuer with at least sixty (60) days’ 60 days prior written notice. (c) Subject to Sections 9(e5.04(e) and 9(f5.04(f), the Issuer may remove the Administrator without cause by providing the Administrator with at least sixty (60) days’ 60 days prior written notice; provided, however, that in the event the Servicer is removed as the Servicer pursuant to Section 8.1 of the Sale and Servicing Agreement following the occurrence of an Event of Servicing Termination, the Servicer shall be simultaneously removed as Administrator hereunder. (d) Subject to Sections 9(e5.04(e) and 9(f5.04(f), at the sole option of the Issuer, the Issuer Administrator may remove the Administrator be removed immediately upon written notice of termination from the Issuer to the Administrator if any of the following events shall occur and be continuingoccur: (i1) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within ten (10) days (or, if such default is curable but cannot be cured in such time, shall not give within ten (10) days such assurance of cure as shall be reasonably satisfactory to the Issuer); (ii2) a court having jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within sixty (60) 60 days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect or appoint a receiver, liquidator, assignee, custodian, trustee, custodian, sequestrator or other similar official for the Administrator or any substantial part of its property or order the winding-up or liquidation of its affairs; or (iii3) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official for the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due. If The Administrator agrees that if any of the events specified in clauses clause (ii2) or (iii3) of this Section 9(d5.04(d) shall occur, the Administrator it shall give written notice thereof to the Issuer and the Indenture Trustee within seven (7) days after the occurrence happening of such event. (e) No resignation or removal of the Administrator pursuant to this Section 9(d) 5.04 shall be effective until (i1) a successor Administrator shall have been appointed by the Issuer and (ii2) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. In the event that the Indenture Trustee is the successor Administrator, CarMax’s payment obligations pursuant to Sections 5.16(a) and 6.7(a) of the Indenture shall survive any termination, resignation or removal of CarMax as Administrator. (f) The appointment of any successor Administrator shall be effective only after satisfaction of the Rating Agency Condition with respect to such the proposed appointment. (g) Subject to Sections 9(e), 9(f) and 20, the Administrator acknowledges that upon the appointment of a Successor Servicer pursuant to the Sale and Servicing Agreement the Administrator shall immediately resign and such Successor Servicer shall automatically become the Administrator under this Agreement.

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in full force and effect until the dissolution of the Issuer, upon which event this Agreement shall automatically terminate. (b) Subject to Sections 9(e8(e) and 9(f(f), the Administrator may resign its duties hereunder by providing the Issuer with at least sixty (60) 60 days’ prior written notice.. 7 (2005-A Owner Trust Administration Agreement) (c) Subject to Sections 9(e8(e) and 9(f(f), the Issuer may remove the Administrator without cause by providing the Administrator with at least sixty (60) 60 days’ prior written notice; provided, however, that in the event the Servicer is removed as the Servicer pursuant to Section 8.1 of the Sale and Servicing Agreement following the occurrence of an Event of Servicing Termination, the Servicer shall be simultaneously removed as Administrator hereunder. (d) Subject to Sections 9(e8(e) and 9(f(f), at the sole option of the Issuer, the Issuer Administrator may remove the Administrator be removed immediately upon written notice of termination from the Issuer to the Administrator if any of the following events shall occur and be continuingoccur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within ten (10) days Business Days (or, if such default cannot be cured in such time, shall not give within ten (10) days such assurance of cure as shall be reasonably satisfactory to the Issuer); (ii) a court having jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within sixty (60) 60 days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect or appoint a receiver, liquidator, assignee, custodian, trustee, custodian, sequestrator or other similar official for the Administrator or any substantial part of its property or order the winding-up or liquidation of its affairs; or (iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official for the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due. If The Administrator agrees that if any of the events specified in clauses (ii) or (iii) of this Section 9(d) shall occur, the Administrator it shall give written notice thereof to the Issuer and the Indenture Trustee within seven (7) days after the occurrence happening of such event. (e) No resignation or removal of the Administrator pursuant to this Section 9(d) shall be effective until (i) a successor Administrator shall have been appointed by the Issuer and Issuer, (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. In hereunder and (iii) the event that Owner Trustee and the Indenture Trustee is consent to the successor Administrator, CarMax’s payment obligations pursuant to Sections 5.16(a) and 6.7(a) of the Indenture shall survive any termination, resignation or removal of CarMax as Administrator. (f) The appointment of any successor Administrator shall be effective only after satisfaction receipt of the written confirmation from each Rating Agency Condition with respect that the proposed appointment will not result in the qualification, downgrading or withdrawal of any rating assigned to the Notes by such appointmentRating Agency. (g) Subject to Sections 9(e)A successor Administrator shall execute, 9(f) acknowledge and 20, the Administrator acknowledges that upon the deliver a written acceptance of its appointment of a Successor Servicer pursuant hereunder to the Sale resigning Administrator and Servicing Agreement to the Issuer. Thereupon the resignation or removal of the resigning Administrator shall immediately resign become effective, and such Successor Servicer the successor Administrator shall automatically become have all the rights, powers and duties of the Administrator under this Agreement. The successor Administrator shall mail a notice of its succession to the Noteholders and the Certificateholders. The resigning Administrator shall promptly transfer or 8 (2005-A Owner Trust Administration Agreement) cause to be transferred all property and any related agreements, documents and statements held by it as Administrator to the successor Administrator and the resigning Administrator shall execute and deliver such instruments and do other things as may reasonably be required for fully and certainly vesting in the successor Administrator all rights, power, duties and obligations hereunder. (h) In no event shall a resigning Administrator be liable for the acts or omissions of any successor Administrator hereunder. (i) In the exercise or administration of its duties hereunder and under the Related Documents, the Administrator may act directly or through its agents or attorneys pursuant to agreements entered into with any of them, and the Administrator shall not be liable for the conduct or misconduct of such agents or attorneys if such agents or attorneys shall have been selected by the Administrator with due care.

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in full force and effect until the dissolution of the Issuer, upon which event this Agreement shall automatically terminate. (ba) Subject to Sections 9(e1.09(d) and 9(f1.09(e), the Administrator may resign its duties hereunder by providing the Issuer with at least sixty (60) 60 days’ prior written notice. (cb) Subject to Sections 9(e1.09(d) and 9(f1.09(e), the Issuer may remove the Administrator without cause by providing the Administrator with at least sixty (60) 60 days’ prior written notice; provided, however, that in the event the Servicer is removed as the Servicer pursuant to Section 8.1 of the Sale and Servicing Agreement following the occurrence of an Event of Servicing Termination, the Servicer shall be simultaneously removed as Administrator hereunder. (dc) Subject to Sections 9(e1.09(d) and 9(f1.09(e), at the sole option of the Issuer, the Issuer Administrator may remove the Administrator be removed immediately upon written notice of termination from the Issuer to the Administrator if any of the following events shall occur and be continuingoccur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within ten (10) days (or, if such default cannot be cured in such time, shall not give within ten (10) days such assurance of cure as shall be reasonably satisfactory to the Issuer); (ii) a court having jurisdiction in the premises shall enter existence of any proceeding or action, or the entry of a decree or order for relief, and such decree relief by a court or order shall not have been vacated within sixty (60) days, in respect of regulatory authority having jurisdiction over the Administrator in any an involuntary case under any applicable bankruptcythe federal bankruptcy laws, insolvency or other similar law as now or hereafter in effect effect, or appoint appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official for of the Administrator or of any substantial part of its property property, or order ordering the winding-winding up or liquidation of its affairs; orthe affairs of the Administrator and the continuance of any such action, proceeding, decree or order unstayed and, in the case of any such order or decree, in effect for a period of 90 consecutive days; (iii) the commencement by the Administrator shall commence of a voluntary case under any applicable bankruptcythe federal bankruptcy laws, insolvency or other similar law as now or hereafter in effect, shall or the consent to by the entry of an order for relief in an involuntary case under any such law, shall consent Administrator to the appointment of or taking of possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official for of the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general property or the making by the Administrator of an assignment for the benefit of creditors or shall fail the failure by the Administrator generally to pay its debts as they such debts become duedue or the taking of corporate action by the Administrator in furtherance of any of the foregoing; or (iv) any failure by the Administrator to deliver any information, report, certification, attestation or accountants’ letter when and as required under Section 1.21 which continues unremedied for fifteen (15) calendar days after the date on which such information, report, certification, attestation or accountants’ letter was required to be delivered. If The Administrator agrees that if any of the events specified in clauses (ii) or (iii) of this Section 9(d) above shall occur, the Administrator it shall give written notice thereof to the Issuer and the Indenture Trustee within seven (7) days after the occurrence of such event. (ed) No resignation or removal of the Administrator pursuant to this Section 9(d) shall be effective until (i) a successor Administrator shall have been appointed by the Issuer and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. In the event that the Indenture Trustee is the successor Administrator, CarMax’s payment obligations pursuant to Sections 5.16(a) and 6.7(a) of the Indenture shall survive any termination, resignation or removal of CarMax as Administrator. (fe) The appointment of any successor Administrator shall be effective only after satisfaction of the Rating Agency Condition with respect to such the proposed appointment. (gf) Subject to Sections 9(e), 9(f1.09(d) and 201.09(e), the Administrator acknowledges that upon the appointment of a Successor successor Servicer pursuant to the Sale and Servicing Agreement Agreement, the Administrator shall immediately resign and such Successor successor Servicer shall automatically become the Administrator under this Agreement.

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in full force and effect until the dissolution of the Issuer, upon which event this Agreement shall automatically terminate. (ba) Subject to Sections 9(eSECTION 8(d) and 9(fSECTION 8(e), the Administrator may resign its duties hereunder by providing the Issuer with at least sixty (60) 60 days’ ' prior written notice. (cb) Subject to Sections 9(eSECTION 8(d) and 9(fSECTION 8(e), the Issuer may remove the Administrator without cause by providing the Administrator with at least sixty (60) 60 days’ ' prior written notice; provided, however, that in the event the Servicer is removed as the Servicer pursuant to Section 8.1 of the Sale and Servicing Agreement following the occurrence of an Event of Servicing Termination, the Servicer shall be simultaneously removed as Administrator hereunder. (dc) Subject to Sections 9(eSECTION 8(d) and 9(fSECTION 8(e), at the sole option of the Issuer, the Issuer Administrator may remove the Administrator be removed immediately upon written notice of termination from the Issuer to the Administrator if any of the following events shall occur and be continuingoccur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within ten (10) days (or, if such default cannot be cured in such time, shall not give within ten (10) days such assurance of cure as shall be reasonably satisfactory to the Issuer); (ii) a court having jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within sixty (60) 60 days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect or appoint a receiver, liquidator, assignee, custodian, trustee, custodian, sequestrator or other similar official for the Administrator or any substantial part of its property or order the winding-up or liquidation of its affairs; or (iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official for the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due. If The Administrator agrees that if any of the events specified in clauses (ii) or (iii) of this Section 9(d) above shall occur, the Administrator it shall give written notice thereof to the Issuer and the Indenture Trustee within seven (7) days after the occurrence of such event. (ed) No resignation or removal of the Administrator pursuant to this Section 9(d) shall be effective until (i) a successor Administrator shall have been appointed by the Issuer and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. In the event that the Indenture Trustee is the successor Administrator, CarMax’s payment obligations pursuant to Sections 5.16(a) and 6.7(a) of the Indenture shall survive any termination, resignation or removal of CarMax as Administrator. (fe) The appointment of any successor Administrator shall be effective only after the satisfaction of the Rating Agency Condition with respect to such the proposed appointment. (gf) Subject to Sections 9(e), 9(fSECTION 8(d) and 208(e), the Administrator acknowledges that upon the appointment of a Successor Servicer pursuant to the Sale and Servicing Agreement Agreement, the Administrator shall immediately resign and such Successor Servicer shall automatically become the Administrator under this Agreement.

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in full force and effect until the dissolution of the Issuer, upon which event this Agreement shall automatically terminate. (b) Subject to Sections 9(e) and 9(fSection 10(e), the Administrator may resign its duties hereunder by providing the Issuer with at least sixty (60) days’ ' prior written notice. (c) Subject to Sections 9(e) and 9(fSection 10(e), the Issuer Issuer, with the consent of the Control Party, may remove the Administrator Administrator, without cause by providing the Administrator with at least sixty (60) days’ ' prior written notice; provided, however, that in the event the Servicer is removed as the Servicer pursuant to Section 8.1 of the Sale and Servicing Agreement following the occurrence of an Event of Servicing Termination, the Servicer shall be simultaneously removed as Administrator hereunder. (d) Subject to Sections 9(e) and 9(fSection 10(e), at the sole option of the Issuer, with the Issuer may remove consent of the Control Party, the Administrator may be removed immediately upon written notice of termination from the Issuer to the Administrator if any of the following events shall occur and be continuingoccur: (i1) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice from the Issuer of such default, shall not cure such default within ten (10) ten days (or, if such default cannot be cured in such time, shall not give within ten (10) ten days such assurance of cure as shall be reasonably satisfactory to the Issuer); (ii2) a court having jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within sixty (60) days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect or appoint a receiver, liquidator, assignee, custodian, trustee, custodian, sequestrator or other similar official for the Administrator or any substantial part of its property or order the winding-up or liquidation of its affairs; or (iii3) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official for the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due. If The Administrator agrees that if any of the events specified in clauses (ii) or (iii) of this Section 9(d10(d) shall occur, the Administrator it shall give written notice thereof to the Issuer Issuer, the Control Party and the Indenture Trustee within seven (7) days after the occurrence happening of such event. (e) No resignation or removal of the Administrator pursuant to this Section 9(d) 10 shall be effective until (i) a successor Administrator acceptable to the Control Party shall have been appointed by the Issuer and Issuer, (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. In the event that the Indenture Trustee is the successor Administrator, CarMax’s payment obligations pursuant to Sections 5.16(aand (iii) and 6.7(a) of the Indenture shall survive any termination, resignation or removal of CarMax as Administrator. (f) The appointment of any successor Administrator shall be effective only after satisfaction of the Rating Agency Condition has been satisfied with respect to such proposed appointment. (g) Subject to Sections 9(e), 9(f) and 20, the Administrator acknowledges that upon the appointment of a Successor Servicer pursuant to the Sale and Servicing Agreement the Administrator shall immediately resign and such Successor Servicer shall automatically become the Administrator under this Agreement.

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall will continue in full force and effect until the dissolution termination of the IssuerIssuer in accordance with Section 9.1 of the Trust Agreement, upon which event this Agreement shall will automatically terminate. (b) Subject to Sections 9(e) and 9(f), the Administrator may resign its duties hereunder by providing the Issuer with at least sixty (60) days’ ' prior written notice. (c) Subject to Sections 9(e) and 9(f), the Issuer may remove the Administrator without cause by providing the Administrator with at least sixty (60) days’ prior written notice; provided, however, that in the event the Servicer is removed as the Servicer pursuant to Section 8.1 of the Sale and Servicing Agreement following the occurrence of an Event of Servicing Termination, the Servicer shall be simultaneously removed as Administrator hereunder. (d) Subject to Sections 9(e) and 9(f), at the sole option of the Issuer, the Issuer Administrator may remove the Administrator be removed immediately upon written notice of termination from the Issuer to the Administrator if any of the following events shall occur and be continuingwill occur: (i) the Administrator shall default defaults in the performance of any of its duties under this Agreement and, after notice of such default, shall does not cure such default within ten (10) days (or, if such default cannot be cured in such time, shall does not give within ten (10) days such assurance of cure as shall be is reasonably satisfactory to the Issuer); (ii) a court having jurisdiction in the premises shall enter enters a decree or order for relief, and such decree or order shall has not have been vacated within sixty (60) days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect or appoint appoints a receiver, liquidator, assignee, custodian, trustee, custodian, sequestrator or other similar official for the Administrator or any substantial part of its property or order orders the winding-up or liquidation of its affairs; or (iii) the Administrator shall commence commences a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent consents to the entry of an order for relief in an involuntary case under any such law, shall consent consents to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official for the Administrator or any substantial part of its property, shall consent consents to the taking of possession by any such official of any substantial part of its property, shall make makes any general assignment for the benefit of creditors or shall fail fails generally to pay its debts as they become due. If The Administrator agrees that if any of the events specified in clauses (ii) or (iii) of this Section 9(d9(c) shall occuroccurs, the Administrator shall it will give written notice thereof to the Issuer and the Indenture Trustee within seven (7) days after the occurrence happening of such event. (ed) No resignation or removal of the Administrator pursuant to this Section 9(d) shall 9 will be effective until (i) a successor Administrator shall have has been appointed by the Issuer and (ii) such successor Administrator shall have has agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. In the event that the Indenture Trustee is the successor Administrator, CarMax’s payment obligations pursuant to Sections 5.16(a) and 6.7(a) The Issuer will provide written notice of the Indenture shall survive any termination, such resignation or removal of CarMax as Administratorto the Indenture Trustee, with a copy to the Rating Agencies. (fe) The appointment of any successor Administrator shall will be effective only after satisfaction receipt of the Rating Agency Condition Confirmation with respect to such the proposed appointment. (gf) Subject to Sections 9(d) and 9(e), 9(f) and 20, the Administrator acknowledges that upon the appointment of a Successor successor Servicer pursuant to the Sale and Servicing Agreement Agreement, the Administrator shall will immediately resign and such Successor successor Servicer shall will automatically become the Administrator under this Agreement.

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in full force and effect until the dissolution of the Issuer, upon which event this Agreement shall automatically terminate. (b) Subject to Sections 9(e8(e) and 9(f8(f), the Administrator may resign its duties hereunder by providing the Issuer with at least sixty (60) days’ ' prior written notice. (c) Subject to Sections 9(e8(e) and 9(f8(f), the Issuer may remove the Administrator without cause by providing the Administrator with at least sixty (60) days’ ' prior written notice; provided, however, that in the event the Servicer is removed as the Servicer pursuant to Section 8.1 of the Sale and Servicing Agreement following the occurrence of an Event of Servicing Termination, the Servicer shall be simultaneously removed as Administrator hereunder. (d) Subject to Sections 9(e8(e) and 9(f8(f), at the sole option of the Issuer, the Issuer Administrator may remove the Administrator be removed immediately upon written notice of termination from the Issuer to the Administrator if any of the following events shall occur and be continuingoccur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within ten (10) days (or, if it such default cannot be cured in such time, shall not give within ten (10) days such assurance of cure as shall be reasonably satisfactory to the Issuer); (ii) a court having jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within sixty (60) days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect or appoint a receiver, liquidator, assignee, custodian, trustee, custodian, sequestrator or other similar official for the Administrator or any substantial part of its property or order the winding-up or liquidation of its affairs; or (iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official for the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due. If The Administrator agrees that if any of the events specified in clauses (ii) or (iii) of this Section 9(d) 8 shall occur, the Administrator it shall give written notice thereof to the Issuer and the Indenture Trustee within seven (7) days after the occurrence happening of such event. (e) No resignation or removal of the Administrator pursuant to this Section 9(d) shall be effective until (i) a successor Administrator shall have been appointed by the Issuer and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. In the event that the Indenture Trustee is the successor Administrator, CarMax’s payment obligations pursuant to Sections 5.16(a) and 6.7(a) of the Indenture shall survive any termination, resignation or removal of CarMax as Administrator. (f) The appointment of any successor Administrator shall be effective only after satisfaction of the Rating Agency Condition with respect to such the proposed appointment. (g) Subject to Sections 9(e), 9(fSection 8(e) and 208(f), the Administrator acknowledges that upon the appointment of a Successor Servicer pursuant to the Sale and Servicing Agreement Agreement, the Administrator shall immediately resign and such Successor Servicer shall automatically become the Administrator under this Agreement.

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in full force and effect until the dissolution of the Issuer, upon which event this Agreement shall automatically terminate. (ba) Subject to Sections 9(eSECTION 8(d) and 9(fSECTION 8(e), the Administrator may resign its duties hereunder by providing the Issuer with at least sixty (60) 60 days’ ' prior written notice. (cb) Subject to Sections 9(eSECTION 8(d) and 9(fSECTION 8(e), the Issuer may remove the Administrator without cause by providing the Administrator with at least sixty (60) 60 days’ ' prior written notice; provided, however, that in the event the Servicer is removed as the Servicer pursuant to Section 8.1 of the Sale and Servicing Agreement following the occurrence of an Event of Servicing Termination, the Servicer shall be simultaneously removed as Administrator hereunder. (dc) Subject to Sections 9(eSECTION 8(d) and 9(fSECTION 8(e), at the sole option of the Issuer, the Issuer Administrator may remove the Administrator be removed immediately upon written notice of termination from the Issuer to the Administrator if any of the following events shall occur and be continuingoccur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within ten (10) days (or, if such default cannot be cured in such time, shall not give within ten (10) days such assurance of cure as shall be reasonably satisfactory to the Issuer); (ii) a court having jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within sixty (60) 60 days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect or appoint a receiver, liquidator, assignee, custodian, trustee, custodian, sequestrator or other similar official for the Administrator or any substantial part of its property or order the winding-up or liquidation of its affairs; or (iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official for the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due. If The Administrator agrees that if any of the events specified in clauses (ii) or (iii) of this Section 9(d) above shall occur, the Administrator it shall give written notice thereof to the Issuer and the Indenture Trustee within seven (7) days after the occurrence of such event. (ed) No resignation or removal of the Administrator pursuant to this Section 9(d) shall be effective until (i) a successor Administrator shall have been appointed by the Issuer and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. In the event that the Indenture Trustee is the successor Administrator, CarMax’s payment obligations pursuant to Sections 5.16(a) and 6.7(a) of the Indenture shall survive any termination, resignation or removal of CarMax as Administrator. (fe) The appointment of any successor Administrator shall be effective only after the satisfaction of the Rating Agency Condition with respect to such the proposed appointment. (g) Subject to Sections 9(e), 9(f) and 20, the Administrator acknowledges that upon the appointment of a Successor Servicer pursuant to the Sale and Servicing Agreement the Administrator shall immediately resign and such Successor Servicer shall automatically become the Administrator under this Agreement.

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in full force and effect until the dissolution of the Issuer, upon which event this Agreement shall automatically terminate. (b) Subject to Sections 9(e) and 9(fSECTION 10(E), the Administrator may resign its duties hereunder by providing the Issuer with at least sixty (60) 60 days’ ' prior written notice. (c) Subject to Sections 9(e) and 9(fSECTION 10(E), the Issuer may remove the Administrator without cause by providing the Administrator with at least sixty (60) 60 days’ ' prior written notice; provided, however, that in the event the Servicer is removed as the Servicer pursuant to Section 8.1 of the Sale and Servicing Agreement following the occurrence of an Event of Servicing Termination, the Servicer shall be simultaneously removed as Administrator hereunder. (d) Subject to Sections 9(e) and 9(fSECTION 10(E), at the sole option of the Issuer, the Issuer Administrator may remove the Administrator be removed immediately upon written notice of termination from the Issuer to the Administrator if any of the following events shall occur and be continuing:occur: admin-v5.fin (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice from the Issuer of such default, shall not cure such default within ten (10) days (or, if such default cannot be cured in such time, shall not give within ten (10) days such assurance of cure as shall be reasonably satisfactory to the Issuer); (ii) a court having jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within sixty (60) 60 days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect or appoint a receiver, liquidator, assignee, custodian, trustee, custodian, sequestrator or other similar official for the Administrator or any substantial part of its property or order the winding-up or liquidation of its affairs; or (iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official for the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due. If The Administrator agrees that if any of the events specified in clauses (ii) or (iii) of this Section 9(dSECTION 10(D) shall occur, the Administrator it shall give written notice thereof to the Issuer and the Indenture Trustee within seven (7) days after the occurrence happening of such event. (e) No resignation or removal of the Administrator pursuant to Section 9(d) this SECTION 10 shall be effective until (i) a successor Administrator shall have been appointed by the Issuer and Issuer, (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. In the event that the Indenture Trustee is the successor Administrator, CarMax’s payment obligations pursuant to Sections 5.16(aand (iii) and 6.7(a) of the Indenture shall survive any termination, resignation or removal of CarMax as Administrator. (f) The appointment of any successor Administrator shall be effective only after satisfaction of the Rating Agency Condition has been satisfied with respect to such proposed appointment. (g) Subject to Sections 9(e), 9(f) and 20, the Administrator acknowledges that upon the appointment of a Successor Servicer pursuant to the Sale and Servicing Agreement the Administrator shall immediately resign and such Successor Servicer shall automatically become the Administrator under this Agreement.

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in full force and effect until the dissolution of the Issuer, upon which event this Agreement shall automatically terminate. (ba) Subject to Sections 9(e1.09(d) and 9(f1.09(e), the Administrator may resign its duties hereunder by providing the Issuer [and the Swap Counterparty] with at least sixty (60) days’ prior written notice. (b) Subject to Sections 1.09(d) and 1.09(e), the Issuer may remove the Administrator without cause by providing the Administrator [and the Swap Counterparty] with at least sixty (60) days’ prior written notice. (c) Subject to Sections 9(e1.09(d) and 9(f), the Issuer may remove the Administrator without cause by providing the Administrator with at least sixty (60) days’ prior written notice; provided, however, that in the event the Servicer is removed as the Servicer pursuant to Section 8.1 of the Sale and Servicing Agreement following the occurrence of an Event of Servicing Termination, the Servicer shall be simultaneously removed as Administrator hereunder. (d) Subject to Sections 9(e) and 9(f1.09(e), at the sole option of the Issuer, the Issuer Administrator may remove the Administrator be removed immediately upon written notice of termination from the Issuer to the Administrator [(with a copy to the Swap Counterparty)] if any of the following events shall occur and be continuingoccur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within ten (10) days Business Days (or, if such default cannot be cured in such time, shall not give within ten (10) days Business Days such assurance of cure as shall be reasonably satisfactory to the Issuer); (ii) a court having jurisdiction in the premises shall enter existence of any proceeding or action, or the entry of a decree or order for relief, and such decree relief by a court or order shall not have been vacated within sixty (60) days, in respect of regulatory authority having jurisdiction over the Administrator in any an involuntary case under any applicable bankruptcythe federal bankruptcy laws, insolvency or other similar law as now or hereafter in effect effect, or appoint appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official for of the Administrator or of any substantial part of its property property, or order ordering the winding-winding up or liquidation of its affairs; orthe affairs of the Administrator and the continuance of any such action, proceeding, decree or order unstayed and, in the case of any such order or decree, in effect for a period of ninety (90) consecutive calendar days; (iii) the commencement by the Administrator shall commence of a voluntary case under any applicable bankruptcythe federal bankruptcy laws, insolvency or other similar law as now or hereafter in effect, shall or the consent to by the entry of an order for relief in an involuntary case under any such law, shall consent Administrator to the appointment of or taking of possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official for of the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general property or the making by the Administrator of an assignment for the benefit of creditors or shall fail the failure by the Administrator generally to pay its debts as they such debts become duedue or the taking of corporate action by the Administrator in furtherance of any of the foregoing; or (iv) any failure by the Administrator to deliver any information, report, certification, compliance certificate, attestation or accountants’ letter when and as required under Section 1.21 which continues unremedied for fifteen (15) days after the date on which such information, report, certification, compliance certificate, attestation or accountants’ letter was required to be delivered. If The Administrator agrees that if any of the events specified in clauses (ii) or (iii) of this Section 9(d) above shall occur, the Administrator it shall give written notice thereof to the Issuer and the Indenture Trustee within seven ten (710) days Business Days after the occurrence of such event. (ed) No resignation or removal of the Administrator pursuant to this Section 9(d) shall be effective until (i) a successor Administrator shall have been appointed by the Issuer and Issuer, (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. In hereunder and (iii) such successor Administrator shall have agreed to coordinate with the event that Depositor or AHFC regarding communications to the Indenture Trustee is the successor Administrator, CarMax’s payment obligations pursuant to Sections 5.16(a) and 6.7(a) of the Indenture shall survive any termination, resignation or removal of CarMax as AdministratorRating Agencies. (fe) The appointment of any successor Administrator shall be effective only after satisfaction of the Rating Agency Condition with respect to such the proposed appointment. (gf) Subject to Sections 9(e), 9(f1.09(d) and 201.09(e), the Administrator acknowledges that upon the appointment of a Successor successor Servicer pursuant to the Sale and Servicing Agreement Agreement, the Administrator shall immediately resign and such Successor successor Servicer shall automatically become the Administrator under this Agreement.

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in full force and effect until the dissolution of the Issuer, upon which event this Agreement shall automatically terminate. (b) Subject to Sections 9(e8(e) and 9(f8(f), the Administrator may resign its duties hereunder by providing the Issuer with at least sixty (60) days’ ' prior written notice. (c) Subject to Sections 9(e8(e) and 9(f8(f), the Issuer may remove the Administrator without cause by providing the Administrator with at least sixty (60) days’ ' prior written notice; provided, however, that in the event the Servicer is removed as the Servicer pursuant to Section 8.1 of the Sale and Servicing Agreement following the occurrence of an Event of Servicing Termination, the Servicer shall be simultaneously removed as Administrator hereunder. (d) Subject to Sections 9(e8(e) and 9(f8(f), at the sole option of the Issuer, the Issuer Administrator may remove the Administrator be removed immediately upon written notice of termination from the Issuer to the Administrator if any of the following events shall occur and be continuingoccur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within ten (10) days (or, if such default cannot be cured in such time, shall not give within ten (10) days such assurance of cure as shall be reasonably satisfactory to the Issuer); (ii) a court having jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within sixty (60) days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect or appoint a receiver, liquidator, assignee, custodian, trustee, custodian, sequestrator or other similar official for the Administrator or any substantial part of its property or order the winding-up or liquidation of its affairs; or (iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official for the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due. If any of the events specified in clauses (ii) or (iii) of this Section 9(d) shall occur, the Administrator shall give written notice thereof to the Issuer and the Indenture Trustee within seven (7) days after the occurrence of such event. (e) No resignation or removal of the Administrator pursuant to Section 9(d) shall be effective until (i) a successor Administrator shall have been appointed by the Issuer and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. In the event that the Indenture Trustee is the successor Administrator, CarMax’s payment obligations pursuant to Sections 5.16(a) and 6.7(a) of the Indenture shall survive any termination, resignation or removal of CarMax as Administrator. (f) The appointment of any successor Administrator shall be effective only after satisfaction of the Rating Agency Condition with respect to such appointment. (g) Subject to Sections 9(e), 9(f) and 20, the Administrator acknowledges that upon the appointment of a Successor Servicer pursuant to the Sale and Servicing Agreement the Administrator shall immediately resign and such Successor Servicer shall automatically become the Administrator under this Agreement.of

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in full force and effect until the dissolution of the Issuer, upon which event this Agreement shall automatically terminate. (b) Subject to Sections 9(e8(e) and 9(f8(f), the Administrator may resign its duties hereunder by providing the Issuer with at least sixty (60) days’ ' prior written notice. (c) Subject to Sections 9(e8(e) and 9(f)8(f) and Section 4.2 of the Trust Agreement, the Issuer may remove the Administrator without cause by providing the Administrator with at least sixty (60) days’ ' prior written notice; provided, however, that in the event the Servicer is removed as the Servicer pursuant to Section 8.1 of the Sale and Servicing Agreement following the occurrence of an Event of Servicing Termination, the Servicer shall be simultaneously removed as Administrator hereunder. (d) Subject to Sections 9(e8(e) and 9(f8(f), at the sole option of the Issuer, subject to Section 4.2 of the Issuer may remove Trust Agreement, the Administrator may be removed immediately upon written notice of termination from the Issuer to the Administrator if any of the following events shall occur and be continuingoccur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within ten (10) days (or, if such default cannot be cured in such time, shall not give within ten (10) days such assurance of cure as shall be reasonably satisfactory to the Issuer); (ii) a court having jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within sixty (60) days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect or appoint a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official for the Administrator or any substantial part of its property or order the winding-up or liquidation of its affairs; or (iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official for the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due. If any of the events specified in clauses (ii) or (iii) of this Section 9(d) shall occur, the Administrator shall give written notice thereof to the Issuer and the Indenture Trustee within seven (7) days after the occurrence of such event. (e) No resignation or removal of the Administrator pursuant to Section 9(d) shall be effective until (i) a successor Administrator shall have been appointed by the Issuer and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. In the event that the Indenture Trustee is the successor Administrator, CarMax’s payment obligations pursuant to Sections 5.16(a) and 6.7(a) of the Indenture shall survive any termination, resignation or removal of CarMax as Administrator. (f) The appointment of any successor Administrator shall be effective only after satisfaction of the Rating Agency Condition with respect to such appointment. (g) Subject to Sections 9(e), 9(f) and 20, the Administrator acknowledges that upon the appointment of a Successor Servicer pursuant to the Sale and Servicing Agreement the Administrator shall immediately resign and such Successor Servicer shall automatically become the Administrator under this Agreement.,

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in full force and effect until the dissolution of the Issuer, upon which event this Agreement shall automatically terminate. (b) Subject to Sections 9(e8(e) and 9(f8(f), the Administrator may resign its duties hereunder by providing the Issuer with at least sixty (60) 30 days’ ' prior written notice. (c) Subject to Sections 9(e8(e) and 9(f8(f), the Issuer may remove the Administrator without cause by providing the Administrator with at least sixty (60) 30 days’ ' prior written notice; provided, however, that in the event the Servicer is removed as the Servicer pursuant to Section 8.1 of the Sale and Servicing Agreement following the occurrence of an Event of Servicing Termination, the Servicer shall be simultaneously removed as Administrator hereunder. (d) Subject to Sections 9(e8(e) and 9(f8(f), at the sole option of the Issuer, the Issuer Administrator may remove the Administrator be removed immediately upon written notice of termination from the Issuer to the Administrator if any of the following events shall occur and be continuingoccur: (i) the Administrator shall default fail to perform in the performance of any material respect any of its duties under this Agreement and, after notice of such default, shall not cure such default within ten (10) 10 days (or, if such default cannot be cured in such time, shall not give within ten (10) such 10 days such assurance of timely and complete cure as shall be reasonably satisfactory to the Issuer); (ii) the entry of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises shall enter for the appointment of a decree trustee in bankruptcy, conservator, receiver or order liquidator for reliefthe Administrator in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding up or liquidation of their respective affairs, and the continuance of any such decree or order shall not have been vacated within sixty (60) days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter unstayed and in effect or appoint for a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official for the Administrator or any substantial part period of its property or order the winding-up or liquidation of its affairs90 consecutive days; or (iii) the consent by the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, shall consent to the appointment of a receivertrustee in bankruptcy, liquidatorconservator or receiver or liquidator in any bankruptcy, assigneeinsolvency, trusteereadjustment of debt, custodian, sequestrator marshalling of assets and liabilities or other similar official for proceedings of or relating to the Administrator of or any substantial part relating to substantially all of its their property, or the Administrator shall consent admit in writing its inability to the taking of possession by any such official pay its debts generally as they become due, file a petition to take advantage of any substantial part of its propertyapplicable insolvency or reorganization statute, shall make any general an assignment for the benefit of creditors its creditors, or shall fail generally to pay voluntarily suspend payment of its debts as they become dueobligations. If The Administrator agrees that if any of the events specified in clauses (ii) or (iii) of this Section 9(d) shall occur, the Administrator it shall give written notice thereof to the Issuer Issuer, the Owner Trustee and the Indenture Trustee within seven (7) days after the occurrence of such event. (e) No resignation or removal of the Administrator pursuant to this Section 9(d) shall be effective until (i) a successor Administrator shall have been appointed by the Issuer and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in on substantially the same manner terms as the Administrator is bound hereunder. In the event that the Indenture Trustee is the successor Administrator, CarMax’s payment obligations pursuant to Sections 5.16(a) and 6.7(a) of the Indenture shall survive any termination, resignation or removal of CarMax as Administrator. (f) The appointment of any successor Administrator shall be effective only after satisfaction of the each Rating Agency Condition with respect has provided to the Owner Trustee and the Indenture Trustee written notice that the proposed appointment will not result in the reduction or withdrawal of any rating then assigned by such appointmentRating Agency to any Class of Notes or the Class C Certificates. (g) Subject to Sections 9(e), 9(fSection 8(e) and 208(f), the Administrator acknowledges that upon the appointment of a Successor Servicer pursuant to the Sale and Servicing Agreement Agreement, the Administrator shall immediately resign and such Successor Servicer shall automatically become succeed to the rights, duties and obligations of the Administrator under this Agreement.

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in full force and effect until the dissolution of the Issuer, upon which event this Agreement shall automatically terminate. (b) Subject to Sections 9(e) and 9(f), the Administrator may resign its duties hereunder by providing the Issuer with at least sixty (60) days’ ' prior written notice. (c) Subject to Sections 9(e) and 9(f), the Issuer may remove the Administrator without cause by providing the Administrator with at least sixty (60) days’ ' prior written notice; provided, however, that in the event the Servicer is removed as the Servicer pursuant to Section 8.1 of the Sale and Servicing Agreement following the occurrence of an Event of Servicing Termination, the Servicer shall be simultaneously removed as Administrator hereunder. (d) Subject to Sections 9(e) and 9(f), at the sole option of the Issuer, the Issuer Administrator may remove the Administrator be removed immediately upon written notice of termination from the Issuer to the Administrator if any of the following events shall occur and be continuingoccur: (i1) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within ten (10) days (or, if such default cannot be cured in such time, shall not give within ten (10) days such assurance of cure as shall be reasonably satisfactory to the Issuer); (ii2) a court having jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within sixty (60) days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect or appoint a receiver, liquidator, assignee, custodian, trustee, custodian, sequestrator or other similar official for the Administrator or any substantial part of its property or order the winding-up or liquidation of its affairs; or (iii3) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official for the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due. If The Administrator agrees that if any of the events specified in clauses (ii2) or (iii3) of this Section 9(d9(c) shall occur, the Administrator it shall give written notice thereof to the Issuer and the Indenture Trustee within seven (7) days after the occurrence happening of such event. (e) No resignation or removal of the Administrator pursuant to this Section 9(d) 9 shall be effective until (i1) a successor Administrator shall have been appointed by the Issuer and (ii2) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. In the event that the Indenture Trustee is the successor Administrator, CarMax’s payment obligations pursuant to Sections 5.16(a) and 6.7(a) of the Indenture shall survive any termination, resignation or removal of CarMax as Administrator. (f) The appointment of any successor Administrator shall be effective only after satisfaction of the Rating Agency Condition with respect to such the proposed appointment. (g) Subject to Sections 9(e), 9(f) and 209(f), the Administrator acknowledges that upon the appointment of a Successor successor Servicer pursuant to the Sale and Servicing Agreement Agreement, the Administrator shall immediately resign and such Successor successor Servicer shall automatically become the Administrator under this Agreement.

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in full force and effect until the dissolution of the Issuer, upon which event this Agreement shall automatically terminate. (b) Subject to Sections 9(e) and 9(fSection 10(e), the Administrator may resign its duties hereunder by providing the Issuer with at least sixty (60) days’ prior written notice. (c) Subject to Sections 9(e) and 9(fSection 10(e), the Issuer Issuer, with the consent of the Control Party, may remove the Administrator Administrator, without cause by providing the Administrator with at least sixty (60) days’ prior written notice; provided, however, that in the event the Servicer is removed as the Servicer pursuant to Section 8.1 of the Sale and Servicing Agreement following the occurrence of an Event of Servicing Termination, the Servicer shall be simultaneously removed as Administrator hereunder. (d) Subject to Sections 9(e) and 9(fSection 10(e), at the sole option of the Issuer, with the Issuer may remove consent of the Control Party, the Administrator may be removed immediately upon written notice of termination from the Issuer to the Administrator if any of the following events shall occur and be continuingoccur: (i1) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice from the Issuer of such default, shall not cure such default within ten (10) days (or, if such default cannot be cured in such time, shall not give within ten (10) days such assurance of cure as shall be reasonably satisfactory to the Issuer); (ii2) a court having jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within sixty (60) days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect or appoint a receiver, liquidator, assignee, custodian, trustee, custodian, sequestrator or other similar official for the Administrator or any substantial part of its property or order the winding-up or liquidation of its affairs; or (iii3) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official for the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due. If The Administrator agrees that if any of the events specified in clauses (ii2) or (iii3) of this Section 9(d10(d) shall occur, the Administrator it shall give written notice thereof to the Issuer Issuer, the Control Party and the Indenture Trustee within seven (7) days after the occurrence happening of such event. (e) No resignation or removal of the Administrator pursuant to this Section 9(d) 10 shall be effective until (i) a successor Administrator acceptable to the Control Party shall have been appointed by the Issuer and Issuer, (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. In the event that the Indenture Trustee is the successor Administrator, CarMax’s payment obligations pursuant to Sections 5.16(aand (iii) and 6.7(a) of the Indenture shall survive any termination, resignation or removal of CarMax as Administrator. (f) The appointment of any successor Administrator shall be effective only after satisfaction of the Rating Agency Condition has been satisfied with respect to such proposed appointment. (g) Subject to Sections 9(e), 9(f) and 20, the Administrator acknowledges that upon the appointment of a Successor Servicer pursuant to the Sale and Servicing Agreement the Administrator shall immediately resign and such Successor Servicer shall automatically become the Administrator under this Agreement.

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in full force and effect until the dissolution of the Issuer, upon which event this Agreement shall automatically terminate. (b) Subject to Sections 9(e8(e) and 9(f8(f), the Administrator may resign its duties hereunder by providing the Issuer with at least sixty (60) days’ ' prior written notice. (c) Subject to Sections 9(e8(e) and 9(f8(f), the Issuer may remove the Administrator without cause by providing the Administrator with at least sixty (60) days’ ' prior written notice; provided, however, that in the event the Servicer is removed as the Servicer pursuant to Section 8.1 of the Sale and Servicing Agreement following the occurrence of an Event of Servicing Termination, the Servicer shall be simultaneously removed as Administrator hereunder. (d) Subject to Sections 9(e8(e) and 9(f8(f), at the sole option of the Issuer, the Issuer Administrator may remove the Administrator be removed immediately upon written notice of termination from the Issuer to the Administrator if any of the following events shall occur and be continuingoccur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within ten (10) days (or, if it such default cannot be cured in such time, shall not give within ten (10) days such assurance of cure as shall be reasonably satisfactory to the Issuer); (ii) a court having jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within sixty (60) days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect or appoint a receiver, liquidator, assignee, custodian, trustee, custodian, sequestrator or other similar official for the Administrator or any substantial part of its property or order the winding-up or liquidation of its affairs; or (iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official for the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due. If The Administrator agrees that if any of the events specified in clauses (ii) or (iii) of this Section 9(d) 8 shall occur, the Administrator it shall give written notice thereof to the Issuer and the Indenture Trustee within seven (7) days after the occurrence happening of such event. (e) No resignation or removal of the Administrator pursuant to this Section 9(d) shall be effective until (i) a successor Administrator shall have been appointed by the Issuer and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. In the event that the Indenture Trustee is the successor Administrator, CarMax’s payment obligations pursuant to Sections 5.16(a) and 6.7(a) of the Indenture shall survive any termination, resignation or removal of CarMax as Administrator. (f) The appointment of any successor Administrator shall be effective only after satisfaction of the Rating Agency Condition with respect to such the proposed appointment. (g) Subject to Sections 9(e), 9(fSection 8(e) and 208(f), the Administrator acknowledges that upon the appointment of a Successor Servicer pursuant to the Sale and Servicing Agreement Agreement, the Administrator shall immediately resign and such Successor Servicer shall automatically become the Administrator under this Agreement.

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall will continue in full force and effect until the dissolution termination of the IssuerIssuer in accordance with Section 9.1 of the Trust Agreement, upon which event this Agreement shall will automatically terminate. (b) Subject to Sections 9(e) and 9(f), the Administrator may resign its duties hereunder by providing the Issuer with at least sixty (60) days’ ' prior written notice. (c) Subject to Sections 9(e) and 9(f), the Issuer may remove the Administrator without cause by providing the Administrator with at least sixty (60) days’ prior written notice; provided, however, that in the event the Servicer is removed as the Servicer pursuant to Section 8.1 of the Sale and Servicing Agreement following the occurrence of an Event of Servicing Termination, the Servicer shall be simultaneously removed as Administrator hereunder. (d) Subject to Sections 9(e) and 9(f), at the sole option of the Issuer, the Issuer Administrator may remove the Administrator be removed immediately upon written notice of termination from the Issuer to the Administrator if any of the following events shall occur and be continuingwill occur: (i) the Administrator shall default defaults in the performance of any of its duties under this Agreement and, after notice of such default, shall does not cure such default within ten (10) days (or, if such default cannot be cured in such time, shall does not give within ten (10) days such assurance of cure as shall be is reasonably satisfactory to the Issuer); (ii) a court having jurisdiction in the premises shall enter enters a decree or order for relief, and such decree or order shall has not have been vacated within sixty (60) days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect or appoint appoints a receiver, liquidator, assignee, custodian, trustee, custodian, sequestrator or other similar official for the Administrator or any substantial part of its property or order orders the winding-winding- up or liquidation of its affairs; or (iii) the Administrator shall commence commences a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent consents to the entry of an order for relief in an involuntary case under any such law, shall consent consents to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official for the Administrator or any substantial part of its property, shall consent consents to the taking of possession by any such official of any substantial part of its property, shall make makes any general assignment for the benefit of creditors or shall fail fails generally to pay its debts as they become due. If The Administrator agrees that if any of the events specified in clauses (ii) or (iii) of this Section 9(d9(c) shall occuroccurs, the Administrator shall it will give written notice thereof to the Issuer and the Indenture Trustee within seven (7) days after the occurrence happening of such event. (ed) No resignation or removal of the Administrator pursuant to this Section 9(d) shall 9 will be effective until (i) a successor Administrator shall have has been appointed by the Issuer and (ii) such successor Administrator shall have has agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. In the event that the Indenture Trustee is the successor Administrator, CarMax’s payment obligations pursuant to Sections 5.16(a) and 6.7(a) The Issuer will provide written notice of the Indenture shall survive any termination, such resignation or removal of CarMax as Administratorto the Indenture Trustee, with a copy to the Rating Agencies. (fe) The appointment of any successor Administrator shall will be effective only after satisfaction receipt of the Rating Agency Condition Confirmation with respect to such the proposed appointment. (gf) Subject to Sections 9(d) and 9(e), 9(f) and 20, the Administrator acknowledges that upon the appointment of a Successor successor Servicer pursuant to the Sale and Servicing Agreement Agreement, the Administrator shall will immediately resign and such Successor successor Servicer shall will automatically become the Administrator under this Agreement.

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in full force and effect until the dissolution of the Issuer, upon which event this Agreement shall automatically terminate. (b) Subject to Sections 9(e) and 9(f), the Administrator may resign its duties hereunder by providing the Issuer with at least sixty (60) days’ ' prior written notice. (c) Subject to Sections 9(e) and 9(f), the Issuer may remove the Administrator without cause by providing the Administrator with at least sixty (60) days’ ' prior written notice; provided, however, that in the event the Servicer is removed as the Servicer pursuant to Section 8.1 of the Sale and Servicing Agreement following the occurrence of an Event of Servicing Termination, the Servicer shall be simultaneously removed as Administrator hereunder. (d) Subject to Sections 9(e) and 9(f), at the sole option of the Issuer, the Issuer may remove the Administrator immediately upon written notice of termination from the Issuer to the Administrator if any of the following events shall occur and be continuing: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within ten (10) days (or, if such default cannot be cured in such time, shall not give within ten (10) days such assurance of cure as shall be reasonably satisfactory to the Issuer); (ii) a court having jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within sixty (60) days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect or appoint a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official for the Administrator or any substantial part of its property or order the winding-up or liquidation of its affairs; or (iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official for the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due. If any of the events specified in clauses (ii) or (iii) of this Section 9(d) shall occur, the Administrator shall give written notice thereof to the Issuer and the Indenture Trustee within seven (7) days after the occurrence of such event. (e) No resignation or removal of the Administrator pursuant to Section 9(d) shall be effective until (i) a successor Administrator shall have been appointed by the Issuer and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. In the event that the Indenture Trustee is the successor Administrator, CarMax’s payment obligations pursuant to Sections 5.16(a) and 6.7(a) of the Indenture shall survive any termination, resignation or removal of CarMax as Administrator. (f) The appointment of any successor Administrator shall be effective only after satisfaction of the Rating Agency Condition with respect to such appointment. (g) Subject to Sections 9(e), 9(f) and 20, the Administrator acknowledges that upon the appointment of a Successor Servicer pursuant to the Sale and Servicing Agreement the Administrator shall immediately resign and such Successor Servicer shall automatically become the Administrator under this Agreement.Issuer

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in full force and effect until the dissolution of the Issuer, upon which event this Agreement shall automatically terminate. (ba) Subject to Sections 9(e1.09(d) and 9(f1.09(e), the Administrator may resign its duties hereunder by providing the Issuer with at least sixty (60) 60 days’ ' prior written notice. (cb) Subject to Sections 9(e1.09(d) and 9(f1.09(e), the Issuer may remove the Administrator without cause by providing the Administrator with at least sixty (60) 60 days’ ' prior written notice; provided, however, that in the event the Servicer is removed as the Servicer pursuant to Section 8.1 of the Sale and Servicing Agreement following the occurrence of an Event of Servicing Termination, the Servicer shall be simultaneously removed as Administrator hereunder. (dc) Subject to Sections 9(e1.09(d) and 9(f1.09(e), at the sole option of the Issuer, the Issuer Administrator may remove the Administrator be removed immediately upon written notice of termination from the Issuer to the Administrator if any of the following events shall occur and be continuingoccur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within ten (10) days (or, if such default cannot be cured in such time, shall not give within ten (10) days such assurance of cure as shall be reasonably satisfactory to the Issuer); (ii) a court having jurisdiction in the premises shall enter existence of any proceeding or action, or the entry of a decree or order for relief, and such decree relief by a court or order shall not have been vacated within sixty (60) days, in respect of regulatory authority having jurisdiction over the Administrator in any an involuntary case under any applicable bankruptcythe federal bankruptcy laws, insolvency or other similar law as now or hereafter in effect effect, or appoint appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official for of the Administrator or of any substantial part of its property property, or order ordering the winding-winding up or liquidation of its affairsthe affairs of the Administrator and the continuance of any such action, proceeding, decree or order unstayed and, in the case of any such order or decree, in effect for a period of 60 consecutive days; or (iii) the commencement by the Administrator shall commence of a voluntary case under any applicable bankruptcythe federal bankruptcy laws, insolvency or other similar law as now or hereafter in effect, shall or the consent to by the entry of an order for relief in an involuntary case under any such law, shall consent Administrator to the appointment of or taking of possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official for of the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general property or the making by the Administrator of an assignment for the benefit of creditors or shall fail the failure by the Administrator generally to pay its debts as they such debts become duedue or the taking of corporate action by the Administrator in furtherance of any of the foregoing. If The Administrator agrees that if any of the events specified in clauses (ii) or (iii) of this Section 9(d) above shall occur, the Administrator it shall give written notice thereof to the Issuer and the Indenture Trustee within seven (7) days after the occurrence of such event. (ed) No resignation or removal of the Administrator pursuant to this Section 9(d) shall be effective until (i) a successor Administrator shall have been appointed by the Issuer and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. In the event that the Indenture Trustee is the successor Administrator, CarMax’s payment obligations pursuant to Sections 5.16(a) and 6.7(a) of the Indenture shall survive any termination, resignation or removal of CarMax as Administrator. (fe) The appointment of any successor Administrator shall be effective only with the consent of the Insurer (so long as no Insurer Default shall have occurred and be continuing) and after satisfaction of the Rating Agency Condition with respect to such the proposed appointment. (gf) Subject to Sections 9(e), 9(f1.09(d) and 201.09(e), the Administrator acknowledges that upon the appointment of a Successor Servicer pursuant to the Sale and Servicing Agreement Agreement, the Administrator shall immediately resign and such Successor Servicer shall automatically become the Administrator under this Agreement.

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in full force and effect until the dissolution of the Issuer, upon which event this Agreement shall automatically terminate. (ba) Subject to Sections 9(e1.09(d) and 9(f1.09(e), the Administrator may resign its duties hereunder by providing the Issuer [and the Swap Counterparty] with at least sixty (60) days’ prior written notice. (b) Subject to Sections 1.09(d) and 1.09(e), the Issuer may remove the Administrator without cause by providing the Administrator [and the Swap Counterparty] with at least sixty (60) days’ prior written notice. (c) Subject to Sections 9(e1.09(d) and 9(f), the Issuer may remove the Administrator without cause by providing the Administrator with at least sixty (60) days’ prior written notice; provided, however, that in the event the Servicer is removed as the Servicer pursuant to Section 8.1 of the Sale and Servicing Agreement following the occurrence of an Event of Servicing Termination, the Servicer shall be simultaneously removed as Administrator hereunder. (d) Subject to Sections 9(e) and 9(f1.09(e), at the sole option of the Issuer, the Issuer Administrator may remove the Administrator be removed immediately upon written notice of termination from the Issuer to the Administrator [(with a copy to the Swap Counterparty)] if any of the following events shall occur and be continuingoccur: (i) the Administrator shall default fail to perform in the performance of any respect any of its duties covenants or agreements under this Agreement andAgreement, which failure materially and adversely affects the rights of the Issuer or the Noteholders, and which continues unremedied for ninety (90) days after discovery thereof by the Administrator or receipt by the Administrator of written notice of such default, shall not cure such default within ten the failure from the Indenture Trustee (10acting at the direction of the Noteholders of at least 25% of the Outstanding Amount) days (or from the Noteholders of at least 25% of the Outstanding Amount; or, if such default cannot be cured in such time, shall not give within ten (10) days such assurance of cure as shall be reasonably satisfactory to the Issuer); (ii) any event of insolvency occurs such that, with respect to the Administrator, (A) the filing of a decree or order for relief by a court having jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within sixty (60) days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect or appoint a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official for the Administrator or any substantial part of its property or order the winding-up or liquidation of its affairs; or (iii) the Administrator shall commence a voluntary in an involuntary case under any applicable federal or state bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Administrator or for any substantial part of its property, or ordering the winding-up or liquidation of the Administrator’s affairs, and such decree or order shall remain unstayed and in effect for a period of ninety (90) consecutive days; or (B) the commencement by the Administrator of a voluntary case under any applicable federal or state bankruptcy, insolvency or other similar law now or hereafter in effect, or the consent by the Administrator to the entry of an order for relief in an involuntary case under any such law, shall or the consent by the Administrator to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, custodian, sequestrator or other similar official for the Administrator or for any substantial part of its property, shall consent to or the taking making by the Administrator of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors creditors, or shall fail the failure by the Administrator generally to pay its debts as they such debts become due, or the taking of action by the Administrator in furtherance of any of the foregoing. If The Administrator agrees that if any of the events specified in clauses clause (ii) or (iii) of this Section 9(d) above shall occur, the Administrator it shall give written notice thereof to the Issuer and the Indenture Trustee within seven ten (710) days Business Days after the occurrence of such event. (ed) No resignation or removal of the Administrator pursuant to this Section 9(d) shall be effective until (i) a successor Administrator shall have been appointed by the Issuer and Issuer, (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. In hereunder and (iii) such successor Administrator shall have agreed to coordinate with the event that Depositor or AHFC regarding communications to the Indenture Trustee is the successor Administrator, CarMax’s payment obligations pursuant to Sections 5.16(a) and 6.7(a) of the Indenture shall survive any termination, resignation or removal of CarMax as AdministratorRating Agencies. (fe) The appointment of any successor Administrator shall be effective only after satisfaction of the Rating Agency Condition with respect to such the proposed appointment. (gf) Subject to Sections 9(e), 9(f1.09(d) and 201.09(e), the Administrator acknowledges that upon the appointment of a Successor successor Servicer pursuant to the Sale and Servicing Agreement Agreement, the Administrator shall immediately resign and such Successor successor Servicer shall automatically become the Administrator under this Agreement. (g) The Issuer, subject to Section 1.13 hereof, may waive in writing any failure by the Administrator in the performance of its obligations hereunder and its consequences. Upon any such waiver of a past failure by the Administrator, such failure shall cease to exist, and any failure arising therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other failure by the Administrator or impair any right consequent thereon.

Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in full force and effect until the dissolution of the Issuer, upon which event this Agreement shall automatically terminate. (b) Subject to Sections 9(e) and 9(f), the Administrator may resign its duties hereunder by providing the Issuer with at least sixty (60) days’ ' prior written notice. (c) Subject to Sections 9(e) and 9(f), the Issuer may remove the Administrator without cause by providing the Administrator with at least sixty (60) days’ prior written notice; provided, however, that in the event the Servicer is removed as the Servicer pursuant to Section 8.1 of the Sale and Servicing Agreement following the occurrence of an Event of Servicing Termination, the Servicer shall be simultaneously removed as Administrator hereunder. (d) Subject to Sections 9(e) and 9(f), at the sole option of the Issuer, the Issuer may remove the Administrator immediately upon written notice of termination from the Issuer to the Administrator if any of the following events shall occur and be continuing: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within ten (10) days (or, if such default cannot be cured in such time, shall not give within ten (10) days such assurance of cure as shall be reasonably satisfactory to the Issuer); (ii) a court having jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within sixty (60) days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect or appoint a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official for the Administrator or any substantial part of its property or order the winding-up or liquidation of its affairs; or (iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official for the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due. If any of the events specified in clauses (ii) or (iii) of this Section 9(d) shall occur, the Administrator shall give written notice thereof to the Issuer and the Indenture Trustee within seven (7) days after the occurrence of such event. (e) No resignation or removal of the Administrator pursuant to Section 9(d) shall be effective until (i) a successor Administrator shall have been appointed by the Issuer and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. In the event that the Indenture Trustee is the successor Administrator, CarMax’s payment obligations pursuant to Sections 5.16(a) and 6.7(a) of the Indenture shall survive any termination, resignation or removal of CarMax as Administrator. (f) The appointment of any successor Administrator shall be effective only after satisfaction of the Rating Agency Condition with respect to such appointment. (g) Subject to Sections 9(e), 9(f) and 20, the Administrator acknowledges that upon the appointment of a Successor Servicer pursuant to the Sale and Servicing Agreement the Administrator shall immediately resign and such Successor Servicer shall automatically become the Administrator under this Agreement.

Term of Agreement; Resignation and Removal of Administrator. ‌ (a) This Agreement shall continue in full force for one year and effect until one day after the dissolution retirement of all Rate Reduction Bonds issued pursuant to the Issuer, upon which event this Agreement shall automatically terminate.Indenture.‌ (b) Subject to Sections 9(e5.04(e) and 9(f5.04(f), the Administrator may resign its duties hereunder by providing the Issuer with at least sixty (60) days’ 60 days prior written notice. (c) Subject to Sections 9(e5.04(e) and 9(f5.04(f), the Issuer may remove the Administrator without cause by providing the Administrator and the Rating Agencies with at least sixty (60) days’ 60 days prior written notice; provided, however, that in the event the Servicer is removed as the Servicer pursuant to Section 8.1 of the Sale and Servicing Agreement following the occurrence of an Event of Servicing Termination, the Servicer shall be simultaneously removed as Administrator hereunder. (d) Subject to Sections 9(e5.04(e) and 9(f5.04(f), at the sole option of the Issuer, the Issuer Administrator may remove the Administrator be removed immediately upon written notice of termination from the Issuer to the Administrator and the Rating Agencies if any of the following events shall occur and be continuingoccur: (i1) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within ten (10) days (or, if such default is curable but cannot be cured in such time, shall not (A) fail to give within ten (10) days such assurance of cure as shall be reasonably satisfactory to the IssuerIssuer and (B) fail to cure such default within 30 days thereafter); (ii2) a court having jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within sixty (60) 60 days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect or appoint a receiver, liquidator, assignee, custodian, trustee, custodian, sequestrator or other similar official for the Administrator or any substantial part of its property or order the winding-up or liquidation of its affairs; oror‌ (iii3) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official for the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due. If due.‌ The Administrator agrees that if any of the events specified in clauses clause (ii2) or (iii3) of this Section 9(d) shall occur, the Administrator it shall give written notice thereof to the Issuer and the Indenture Trustee as soon as practicable but in any event within seven (7) days after the occurrence happening of such event. (e) No resignation or removal of the Administrator pursuant to this Section 9(d) 5.04 shall be effective until (i1) a successor Administrator shall have been appointed by the Issuer and (ii2) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement or another agreement substantially similar to this Agreement in the same manner as the Administrator is bound hereunder. In the event that the Indenture Trustee is the successor Administrator, CarMax’s payment obligations pursuant to Sections 5.16(a) and 6.7(a) of the Indenture shall survive any termination, resignation or removal of CarMax as Administrator. (f) The appointment of any successor Administrator shall be effective only after satisfaction of the Rating Agency Condition with respect to such the proposed appointment. (g) Subject to Sections 9(e), 9(f) and 20, the Administrator acknowledges that upon the appointment of a Successor Servicer pursuant to the Sale and Servicing Agreement the Administrator shall immediately resign and such Successor Servicer shall automatically become the Administrator under this Agreement.