AMENDED AND RESTATED TRUST AGREEMENT Dated as of September 1, 2007Trust Agreement • September 20th, 2007 • CarMax Auto Owner Trust 2007-3 • Asset-backed securities • Delaware
AMENDED AND RESTATED TRUST AGREEMENT, dated as of September 1, 2007 (as amended, supplemented or otherwise modified and in effect from time to time, this “Agreement”), among CARMAX AUTO FUNDING LLC, a Delaware limited liability company, as depositor (the “Depositor”), THE BANK OF NEW YORK (DELAWARE), a Delaware banking corporation, as Delaware trustee and not in its individual capacity (in such capacity, the “Delaware Trustee”), and THE BANK OF NEW YORK, a New York banking corporation, as owner trustee and not in its individual capacity (in such capacity, the “Owner Trustee”).
CARMAX AUTO OWNER TRUST 2007-3, as Issuer, CARMAX BUSINESS SERVICES, LLC, as Administrator, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Indenture TrusteeAdministration Agreement • September 20th, 2007 • CarMax Auto Owner Trust 2007-3 • Asset-backed securities • New York
ADMINISTRATION AGREEMENT, dated as of September 1, 2007 (as amended, supplemented or otherwise modified and in effect from time to time, this “Agreement”), by and among CARMAX AUTO OWNER TRUST 2007-3, a Delaware statutory trust (the “Issuer”), CARMAX BUSINESS SERVICES, LLC, a Delaware limited liability company, as administrator (in such capacity, the “Administrator”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity but solely as indenture trustee (in such capacity, the “Indenture Trustee”).
International Swap Dealers Association, Inc. MASTER AGREEMENT dated as of September 19, 2007Master Agreement • September 20th, 2007 • CarMax Auto Owner Trust 2007-3 • Asset-backed securities
have entered and/or anticipate entering into one or more transactions (each a “Transaction”) that are or will be governed by this Master Agreement, which includes the schedule (the “Schedule”), and the documents and other confirming evidence (each a “Confirmation”) exchanged between the parties confirming those Transactions.
SALE AND SERVICING AGREEMENT Dated as of September 1, 2007Sale and Servicing Agreement • September 20th, 2007 • CarMax Auto Owner Trust 2007-3 • Asset-backed securities • New York
SALE AND SERVICING AGREEMENT, dated as of September 1, 2007 (as amended, supplemented or otherwise modified and in effect from time to time, this “Agreement”), among CARMAX AUTO OWNER TRUST 2007-3, 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”).
RECEIVABLES PURCHASE AGREEMENT Dated as of September 1, 2007Receivables Purchase Agreement • September 20th, 2007 • CarMax Auto Owner Trust 2007-3 • Asset-backed securities • New York
This Receivables Purchase Agreement, dated as of September 1, 2007, is between CarMax Business Services, LLC, a Delaware limited liability company (“CarMax”), as seller (the “Seller”), and CarMax Auto Funding LLC, a Delaware limited liability company (“CarMax Funding”), as purchaser (the “Purchaser”).
CARMAX AUTO OWNER TRUST 2007-3 $100,000,000 5.83855% Class A-1 Asset Backed Notes $73,000,000 5.21% Class A-2a Asset Backed Notes $73,000,000 LIBOR + 0.30% Class A-2b Asset Backed Notes $61,350,000 5.19% Class A-3a Asset Backed Notes $70,650,000 LIBOR...Underwriting Agreement • September 10th, 2007 • CarMax Auto Owner Trust 2007-3 • Asset-backed securities • New York
SCHEDULE to the MASTER AGREEMENT dated as of September 19, 2007 between WACHOVIA BANK, NATIONAL ASSOCIATION (“Party A”) and CARMAX AUTO OWNER TRUST 2007-3, a Delaware statutory trust (“Party B”)Master Agreement • September 20th, 2007 • CarMax Auto Owner Trust 2007-3 • Asset-backed securities • New York
Elections and Variables to the 1994 ISDA Credit Support Annex To the Schedule to the ISDA Master Agreement dated as of September 19, 2007 between Party A and Party B dated as of September 19, 2007 betweenCarMax Auto Owner Trust 2007-3 • September 20th, 2007 • Asset-backed securities
This Annex supplements, forms part of, and is subject to, the ISDA Master Agreement referred to above (this “Agreement”), is part of its Schedule and is a Credit Support Document under this Agreement with respect to each party.
