Common use of The Depositor Clause in Contracts

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 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 SECTION 8.1 Events of Servicing Termination 54 SECTION 8.2 Indenture Trustee to Act; Appointment of Successor Servicer 56 SECTION 8.3 Effect of Servicing Transfer 57 SECTION 8.4 Notification to Noteholders, Certificateholders and Rating Agencies 58 SECTION 8.5 Waiver of Past Events of Servicing Termination 58 SECTION 8.6 Repayment of Advances 58

The Depositor. SECTION 6.1 Representations and Warranties of Depositor 44 SECTION 27 6.2 Liability of Depositor; Indemnities 46 SECTION 28 6.3 Merger or Consolidation of, or Assumption of the Obligations of, Depositor 47 SECTION 30 6.4 Limitation on Liability of Depositor and Others 48 SECTION 30 6.5 Depositor May Own Notes or Certificates 48 SECTION 31 6.6 [RESERVED] 48 SECTION Covenant With Respect To the Asset Representations Reviewer 31 6.7 Certain Limitations 4831 ARTICLE VII THE SERVICER SECTION 7.1 Representations and Warranties of Servicer 50 SECTION 33 7.2 Liability of Servicer; Indemnities 51 SECTION 34 7.3 Merger or Consolidation of, or Assumption of the Obligations of, Servicer 53 SECTION 35 7.4 Limitation on Liability of Servicer and Others 53 SECTION 36 7.5 Delegation of Duties 54 SECTION 37 7.6 Servicer Not to Resign 54 SECTION 37 7.7 Servicer May Own Notes or Certificates 54 SECTION 37 ARTICLE VIII SERVICING TERMINATION 8.1 Events of Servicing Termination 54 SECTION 38 8.2 Indenture Trustee to Act; Appointment of Successor Servicer 56 SECTION 39 8.3 Effect of Servicing Transfer 57 SECTION 41 8.4 Notification to Noteholders, Certificateholders and Rating Agencies 58 SECTION 42 8.5 Waiver of Past Events of Servicing Termination 58 SECTION 42 8.6 Repayment of Advances 5842 ARTICLE IX

The Depositor. SECTION 6.1 Representations and Warranties of Depositor 44 SECTION 6.2 Liability of Depositor; Indemnities 46 45 SECTION 6.3 Merger or Consolidation of, or Assumption of the Obligations of, Depositor 47 46 SECTION 6.4 Limitation on Liability of Depositor and Others 48 47 SECTION 6.5 Depositor May Own Notes or Certificates 48 47 SECTION 6.6 [RESERVED] 48 SECTION 6.7 Certain Limitations 48 48 SECTION 7.1 Representations and Warranties of Servicer 50 SECTION 7.2 Representations and Warranties of Backup Servicer 51 SECTION 7.3 Liability of Servicer and Backup Servicer; Indemnities 51 50 SECTION 7.3 7.4 Merger or Consolidation of, or Assumption of the Obligations of, Servicer 53 or Backup Servicer 54 SECTION 7.4 7.5 Limitation on Liability of Servicer, Backup Servicer and Others 53 55 SECTION 7.5 7.6 Delegation of Duties 54 56 SECTION 7.6 7.7 Servicer and Backup Servicer Not to Resign 54 56 SECTION 7.7 7.8 Servicer May Own Notes or Certificates 54 56 SECTION 8.1 Events of Servicing Termination 54 57 SECTION 8.2 Indenture Trustee to Act; Appointment of Successor Servicer 56 59 SECTION 8.3 Effect of Servicing Transfer 57 61 SECTION 8.4 Notification to Noteholders, Certificateholders and Rating Agencies 58 61 SECTION 8.5 Waiver of Past Events of Servicing Termination 58 61 SECTION 8.6 Repayment of Advances 5861 SECTION 9.1 Optional Purchase of All Receivables 62 SECTION 10.1 Amendment 63 SECTION 10.2 Protection of Title to Trust 64 SECTION 10.3 GOVERNING LAW 66 SECTION 10.4 Notices 67 SECTION 10.5 Severability of Provisions 67 SECTION 10.6 Assignment 67 SECTION 10.7 Further Assurances 68 SECTION 10.8 No Waiver; Cumulative Remedies 68 SECTION 10.9 Third-Party Beneficiaries 68 SECTION 10.10 Actions by Noteholder or Certificateholders 68 SECTION 10.11 Counterparts 68 SECTION 10.12 No Bankruptcy Petition 69 SECTION 10.13 Limitation of Liability of Owner Trustee and Indenture Trustee 69 SECTION 10.14 Regulation AB 66 SCHEDULE 1 Receivable Schedule SCHEDULE 2 Location of Receivable Files EXHIBIT A Form of Servicer’s Certificate EXHIBIT B Form of Statement to Noteholders EXHIBIT C Form of Statement to Certificateholders SALE AND SERVICING AGREEMENT, dated as of February 1, 2010 (as amended, supplemented or otherwise modified and in effect from time to time, this “Agreement”), among CARMAX AUTO OWNER TRUST 2010-1, a Delaware statutory trust (the “Trust”), CARMAX AUTO FUNDING LLC, a Delaware limited liability company (the “Depositor”), 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”).

The Depositor. SECTION 6.1 Representations and Warranties of Depositor 44 41 SECTION 6.2 Liability of Depositor; Indemnities 46 42 SECTION 6.3 Merger or Consolidation of, or Assumption of the Obligations of, Depositor 47 44 SECTION 6.4 Limitation on Liability of Depositor and Others 48 44 SECTION 6.5 Depositor May Own Notes or Certificates 48 44 SECTION 6.6 [RESERVED] 48 45 SECTION 6.7 Certain Limitations 4845 SECTION 7.1 Representations and Warranties of Servicer 50 47 SECTION 7.2 Liability of Servicer; Indemnities 51 48 SECTION 7.3 Merger or Consolidation of, or Assumption of the Obligations of, Servicer 53 49 SECTION 7.4 Limitation on Liability of Servicer and Others 53 50 SECTION 7.5 Delegation of Duties 54 50 SECTION 7.6 Servicer Not to Resign 54 50 SECTION 7.7 Servicer May Own Notes or Certificates 54 51 SECTION 8.1 Events of Servicing Termination 54 51 SECTION 8.2 Indenture Trustee to Act; Appointment of Successor Servicer 56 53 SECTION 8.3 Effect of Servicing Transfer 57 54 SECTION 8.4 Notification to Noteholders, Certificateholders and Rating Agencies 58 54 SECTION 8.5 Waiver of Past Events of Servicing Termination 58 54 SECTION 8.6 Repayment of Advances 5855