Common use of The Depositor Clause in Contracts

The Depositor. 6.1 Representations and Warranties of Depositor 27 6.2 Liability of Depositor; Indemnities 28 6.3 Merger or Consolidation of, or Assumption of the Obligations of, Depositor 30 6.4 Limitation on Liability of Depositor and Others 30 6.5 Depositor May Own Notes or Certificates 31 6.6 Covenant With Respect To the Asset Representations Reviewer 31 6.7 Certain Limitations 31 7.1 Representations and Warranties of Servicer 33 7.2 Liability of Servicer; Indemnities 34 7.3 Merger or Consolidation of, or Assumption of the Obligations of, Servicer 35 7.4 Limitation on Liability of Servicer and Others 36 7.5 Delegation of Duties 37 7.6 Servicer Not to Resign 37 7.7 Servicer May Own Notes or Certificates 37 8.1 Events of Servicing Termination 38 8.2 Indenture Trustee to Act; Appointment of Successor Servicer 39 8.3 Effect of Servicing Transfer 41 8.4 Notification to Noteholders, Certificateholders and Rating Agencies 42 8.5 Waiver of Past Events of Servicing Termination 42 8.6 Repayment of Advances 42 9.1 Optional Purchase of All Receivables 41 10.1 Amendment 43 10.2 Protection of Title to Trust 45 10.3 GOVERNING LAW 47 10.4 Notices 47 10.5 Severability of Provisions 47 10.6 Assignment 48 10.7 Further Assurances 48 10.8 No Waiver; Cumulative Remedies 48 10.9 Third-Party Beneficiaries 48 10.10 Actions by Noteholder or Certificateholders 48 10.11 Counterparts 49 10.12 No Bankruptcy Petition 49 10.13 Limitation of Liability of Owner Trustee and Indenture Trustee 49 10.14 Regulation AB 49 10.15 Communications Regarding Demands to Repurchase Receivables 50 10.16 Legal Fees Associated with Indemnification 50 SCHEDULE 1 Receivable Schedule SCHEDULE 2 Location of Receivable Files EXHIBIT A Form of Servicer’s Certificate EXHIBIT B Servicing Criteria to Be Addressed in Assessment of Compliance APPENDIX A Definitions SALE AND SERVICING AGREEMENT, dated as of February 1, 2016 (as amended, supplemented or otherwise modified and in effect from time to time, this “Agreement”), among CARMAX AUTO OWNER TRUST 2016-1, a Delaware statutory trust (the “Trust”), CARMAX AUTO FUNDING LLC, a Delaware limited liability company (the “Depositor”), and CARMAX BUSINESS SERVICES, LLC, a Delaware limited liability company (“CarMax”), as servicer (in such capacity, the “Servicer”).

The Depositor. 6.1 Representations and Warranties 150 Section 14.01 Respective Liabilities of Depositor 27 6.2 Liability of the Depositor; Indemnities 28 6.3 ................. 150 Section 14.02 Merger or Consolidation of, or Assumption of the Obligations of, Depositor 30 6.4 Depositor................ 150 Section 14.03 Limitation on Liability of the Depositor and Others 30 6.5 Depositor May Own Notes or Certificates 31 6.6 Covenant With Respect To the Asset Representations Reviewer 31 6.7 Certain Limitations 31 7.1 Representations and Warranties of Servicer 33 7.2 Liability of Servicer; Indemnities 34 7.3 Merger or Consolidation of, or Assumption of the Obligations of, Servicer 35 7.4 Limitation on Liability of Servicer and Others 36 7.5 Delegation of Duties 37 7.6 Servicer Not to Resign 37 7.7 Servicer May Own Notes or Certificates 37 8.1 Events of Servicing Termination 38 8.2 Indenture Trustee to Act; Appointment of Successor Servicer 39 8.3 Effect of Servicing Transfer 41 8.4 Notification to Noteholders, Certificateholders and Rating Agencies 42 8.5 Waiver of Past Events of Servicing Termination 42 8.6 Repayment of Advances 42 9.1 Optional Purchase of All Receivables 41 10.1 Amendment 43 10.2 Protection of Title to Trust 45 10.3 GOVERNING LAW 47 10.4 Notices 47 10.5 Severability of Provisions 47 10.6 Assignment 48 10.7 Further Assurances 48 10.8 No Waiver; Cumulative Remedies 48 10.9 Third-Party Beneficiaries 48 10.10 Actions by Noteholder or Certificateholders 48 10.11 Counterparts 49 10.12 No Bankruptcy Petition 49 10.13 Limitation of Liability of Owner Trustee and Indenture Trustee 49 10.14 Regulation AB 49 10.15 Communications Regarding Demands to Repurchase Receivables 50 10.16 Legal Fees Associated with Indemnification 50 SCHEDULE 1 Receivable Schedule SCHEDULE 2 Location of Receivable Files EXHIBIT A Others..... 151 EXHIBITS Exhibit A-1 - Form of Servicer’s Class A Certificates and Class M Certificates Exhibit A-2 - Form of Class B Certificates Exhibit A-3 - Form of Class R Certificate EXHIBIT Exhibit A-4 - Form of Class P Certificate Exhibit A-5 - Form of Class C Certificate Exhibit B - Mortgage Loan Schedule Exhibit C - [Reserved] Exhibit D - Request for Release of Documents Exhibit E-1 - Form of Transferee's Letter Exhibit E-2 - Form of Transferor Certificate Exhibit F-1 - Form of Transferor Representation Letter Exhibit F-2 - Form of Investor Representation Letter Exhibit F-3 - Form of Rule 144A Letter Exhibit F-4 - Form of Middleman Representation Letter Exhibit G - Form of Custodial Agreement Exhibit H - One-Month LIBOR Corridor Table Exhibit I - [Reserved] Exhibit J - Mortgage Loan Purchase Agreement Exhibit K - Servicing Criteria to To Be Addressed in Assessment of Compliance APPENDIX A Definitions SALE AND SERVICING AGREEMENTExhibit L - Form of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Certification Exhibit M - Form of Back-up ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Certification Exhibit N - Form of Corridor Contract Exhibit O - Additional Disclosure Notification Exhibit P - Form of Item 1123 Certification of Servicer Exhibit Q-1 - Additional Form 10-D Disclosure Exhibit Q-2 - Additional Form 10-K Disclosure Exhibit Q-3 - Form 8-K Disclosure Information Exhibit R - Form of Swap Agreement This Pooling and Servicing Agreement, dated as of February July 1, 2016 2007 (as amended, supplemented this "Agreement" or otherwise modified this "Pooling and in effect from time to time, this “Servicing Agreement”"), among CARMAX AUTO OWNER TRUST 2016-1▇▇▇▇▇▇▇ ▇▇▇▇▇ MORTGAGE INVESTORS, a Delaware statutory trust INC., as depositor (the “Trust”"Depositor"), CARMAX AUTO FUNDING LLC▇▇▇▇▇ FARGO BANK, a Delaware limited liability company (the “Depositor”), and CARMAX BUSINESS SERVICES, LLC, a Delaware limited liability company (“CarMax”)N.A., as master servicer (in such capacity, the “"Master Servicer”") and as securities administrator (in such capacity, the "Securities Administrator"), and HSBC BANK USA, NATIONAL ASSOCIATION, as trustee (the "Trustee").

The Depositor. SECTION 6.1 Representations and Warranties of Depositor 27 44 SECTION 6.2 Liability of Depositor; Indemnities 28 45 SECTION 6.3 Merger or Consolidation of, or Assumption of the Obligations of, Depositor 30 46 SECTION 6.4 Limitation on Liability of Depositor and Others 30 47 SECTION 6.5 Depositor May Own Notes or Certificates 31 47 SECTION 6.6 Covenant With Respect To the Asset Representations Reviewer 31 [RESERVED] 48 SECTION 6.7 Certain Limitations 31 48 SECTION 7.1 Representations and Warranties of Servicer 33 50 SECTION 7.2 Representations and Warranties of Backup Servicer 51 SECTION 7.3 Liability of Servicer and Backup Servicer; Indemnities 34 7.3 50 SECTION 7.4 Merger or Consolidation of, or Assumption of the Obligations of, Servicer 35 7.4 or Backup Servicer 54 SECTION 7.5 Limitation on Liability of Servicer, Backup Servicer and Others 36 7.5 55 SECTION 7.6 Delegation of Duties 37 7.6 56 SECTION 7.7 Servicer and Backup Servicer Not to Resign 37 7.7 56 SECTION 7.8 Servicer May Own Notes or Certificates 37 56 SECTION 8.1 Events of Servicing Termination 38 57 SECTION 8.2 Indenture Trustee to Act; Appointment of Successor Servicer 39 59 SECTION 8.3 Effect of Servicing Transfer 41 61 SECTION 8.4 Notification to Noteholders, Certificateholders and Rating Agencies 42 61 SECTION 8.5 Waiver of Past Events of Servicing Termination 42 61 SECTION 8.6 Repayment of Advances 42 61 SECTION 9.1 Optional Purchase of All Receivables 41 62 SECTION 10.1 Amendment 43 63 SECTION 10.2 Protection of Title to Trust 45 64 SECTION 10.3 GOVERNING LAW 47 66 SECTION 10.4 Notices 47 67 SECTION 10.5 Severability of Provisions 47 67 SECTION 10.6 Assignment 48 67 SECTION 10.7 Further Assurances 48 68 SECTION 10.8 No Waiver; Cumulative Remedies 48 68 SECTION 10.9 Third-Party Beneficiaries 48 68 SECTION 10.10 Actions by Noteholder or Certificateholders 48 68 SECTION 10.11 Counterparts 49 68 SECTION 10.12 No Bankruptcy Petition 49 69 SECTION 10.13 Limitation of Liability of Owner Trustee and Indenture Trustee 49 69 SECTION 10.14 Regulation AB 49 10.15 Communications Regarding Demands to Repurchase Receivables 50 10.16 Legal Fees Associated with Indemnification 50 66 SCHEDULE 1 Receivable Schedule SCHEDULE 2 Location of Receivable Files EXHIBIT A Form of Servicer’s Certificate EXHIBIT B Servicing Criteria Form of Statement to Be Addressed in Assessment Noteholders EXHIBIT C Form of Compliance APPENDIX A Definitions Statement to Certificateholders SALE AND SERVICING AGREEMENT, dated as of February 1, 2016 2010 (as amended, supplemented or otherwise modified and in effect from time to time, this “Agreement”), among CARMAX AUTO OWNER TRUST 20162010-1, a Delaware statutory trust (the “Trust”), CARMAX AUTO FUNDING LLC, a Delaware limited liability company (the “Depositor”), and CARMAX BUSINESS SERVICES, LLC, a Delaware limited liability company (“CarMax”), as servicer (in such capacity, the “Servicer”), and ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as backup servicer (in such capacity, the “Backup Servicer”).