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Sale and Servicing Agreement

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Title:

Sale and Servicing Agreement

Entities:

Carmax Auto Funding LLC; CarMax, Inc.; McGraw-Hill Companies Inc.

Date:

2006

Size:

Preview shows 31KB of 220KB total

Price:

$69

ID:

#2490983

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CARMAX AUTO OWNER TRUST 20[__]-[__],

as Issuer,

CARMAX AUTO FUNDING LLC,

as Depositor,

and

CARMAX BUSINESS SERVICES, LLC,

as Servicer

SALE AND SERVICING AGREEMENT

Dated as of [ ], 20[__]

TABLE OF CONTENTS


		Page
ARTICLE I
DEFINITIONS

SECTION 1.1	Definitions	1
SECTION 1.2	Other Definitional Provisions	18

ARTICLE II
TRUST PROPERTY

SECTION 2.1	Conveyance of Trust Property	19
SECTION 2.2	Representations and Warranties of the Seller as to the Receivables	20
SECTION 2.3	Representations and Warranties of the Depositor as to the Receivables	20
SECTION 2.4	Repurchase by Depositor upon Breach	24
SECTION 2.5	Custody of Receivable Files	25
SECTION 2.6	Duties of Servicer as Custodian	25
SECTION 2.7	Instructions; Authority to Act	26
SECTION 2.8	Indemnification of the Custodian	26
SECTION 2.9	Effective Period and Termination	27

ARTICLE III
ADMINISTRATION AND SERVICING OF RECEIVABLES AND OTHER TRUST PROPERTY

SECTION 3.1	Duties of Servicer	28
SECTION 3.2	Collection and Allocation of Receivable Payments	28
SECTION 3.3	Realization upon Receivables	29
SECTION 3.4	Physical Damage Insurance	29
SECTION 3.5	Maintenance of Security Interests in Financed Vehicles	29
SECTION 3.6	Amendment of Receivable Terms	30
SECTION 3.7	Purchase by Servicer upon Breach	30
SECTION 3.8	Servicing Compensation	30
SECTION 3.9	Monthly Servicers Certificate	30
SECTION 3.10	Annual Servicing Report; Annual Compliance Statement; Notice of Event of Servicing Termination	31
SECTION 3.11	Annual Public Accounting Firm Report	32
SECTION 3.12	Access to Certain Documentation and Information Regarding Receivables	32
SECTION 3.13	Reports to the Commission	33
SECTION 3.14	Reports to Rating Agencies	33


ARTICLE IV
DISTRIBUTIONS; RESERVE ACCOUNT; STATEMENTS TO NOTEHOLDERS AND CERTIFICATEHOLDERS

SECTION 4.1	Accounts	33
SECTION 4.2	Collections	35
SECTION 4.3	Application of Collections	35
SECTION 4.4	Simple Interest Advances and Unreimbursed Servicer Advances	36
SECTION 4.5	Additional Deposits	36
SECTION 4.6	Determination Date Calculations; Application of Available Funds; Application of Secondary Reserve Account Draw Amount	36
SECTION 4.7	Reserve Account	39
SECTION 4.8	Net Deposits	41
SECTION 4.9	Statements to Noteholders and Certificateholders	41
SECTION 4.10	Control of Securities Accounts	42
SECTION 4.11	Secondary Reserve Account	42

ARTICLE V
[RESERVED]

ARTICLE VI
THE DEPOSITOR

SECTION 6.1	Representations and Warranties of Depositor	44
SECTION 6.2	Liability of Depositor; Indemnities	46
SECTION 6.3	Merger or Consolidation of, or Assumption of the Obligations of, Depositor	47
SECTION 6.4	Limitation on Liability of Depositor and Others	48
SECTION 6.5	Depositor May Own Notes or Certificates	48
SECTION 6.6	[RESERVED]	48
SECTION 6.7	Certain Limitations	48

ARTICLE VII
THE SERVICER

SECTION 7.1	Representations and Warranties of Servicer	50
SECTION 7.2	Liability of Servicer; Indemnities	51
SECTION 7.3	Merger or Consolidation of, or Assumption of the Obligations of, Servicer	53
SECTION 7.4	Limitation on Liability of Servicer and Others	53
SECTION 7.5	Delegation of Duties	54
SECTION 7.6	Servicer Not to Resign	54
SECTION 7.7	Servicer May Own Notes or Certificates	54


ARTICLE VIII
SERVICING TERMINATION

SECTION 8.1	Events of Servicing Termination	54
SECTION 8.2	Indenture Trustee to Act; Appointment of Successor Servicer

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