0001193125-06-123542 Sample Contracts

AMENDED AND RESTATED TRUST AGREEMENT Dated as of May 1, 2006
Trust Agreement • June 2nd, 2006 • Carmax Auto Funding LLC • Asset-backed securities • Delaware

AMENDED AND RESTATED TRUST AGREEMENT, dated as of May 1, 2006 (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”).

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CARMAX AUTO OWNER TRUST 2006-1, as Issuer, CARMAX BUSINESS SERVICES, LLC, as Administrator, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Indenture Trustee
Administration Agreement • June 2nd, 2006 • Carmax Auto Funding LLC • Asset-backed securities • New York

ADMINISTRATION AGREEMENT, dated as of May 1, 2006 (as amended, supplemented or otherwise modified and in effect from time to time, this “Agreement”), by and among CARMAX AUTO OWNER TRUST 2006-1, 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”).

SALE AND SERVICING AGREEMENT Dated as of May 1, 2006
Sale and Servicing Agreement • June 2nd, 2006 • Carmax Auto Funding LLC • Asset-backed securities • New York

SALE AND SERVICING AGREEMENT, dated as of May 1, 2006 (as amended, supplemented or otherwise modified and in effect from time to time, this “Agreement”), among CARMAX AUTO OWNER TRUST 2006-1, 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”).

RECEIVABLES PURCHASE AGREEMENT Dated as of May 1, 2006
Receivables Purchase Agreement • June 2nd, 2006 • Carmax Auto Funding LLC • Asset-backed securities • New York

This Receivables Purchase Agreement, dated as of May 1, 2006, 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”).

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