CARMAX AUTO FUNDING LLC Contracts & Agreements

Indenture between CarMax Auto Owner Trust 2024-2 and U.S. Bank Trust Company, National Association, as indenture trustee, dated as of April 1, 2024 (Filed With SEC on April 24, 2024)

Amended and Restated Trust Agreement between CarMax Auto Funding LLC, as depositor, and Wilmington Trust, National Association, as owner trustee, dated as of April 1, 2024 (Filed With SEC on April 24, 2024)

Underwriting Agreement, dated as of April 17, 2024, by and among CarMax Business Services, LLC, as servicer, CarMax Auto Funding LLC, as depositor, and MUFG Securities Americas... (Filed With SEC on April 19, 2024)

Indenture, to be dated April 1, 2024, between CarMax Auto Owner Trust 2024-2 and U.S. Bank Trust Company, National Association, as indenture trustee (Filed With SEC on April 19, 2024)

Amended and Restated Trust Agreement, to be dated April 1, 2024, between CarMax Auto Funding LLC, as depositor, and Wilmington Trust, National Association, as owner trustee (Filed With SEC on April 19, 2024)

Indenture between CarMax Auto Owner Trust 2024-1 and U.S. Bank Trust Company, National Association, as indenture trustee, dated as of January 1, 2024 (Filed With SEC on January 24, 2024)

Amended and Restated Trust Agreement between CarMax Auto Funding LLC, as depositor, and Wilmington Trust, National Association, as owner trustee, dated as of January 1, 2024 (Filed With SEC on January 24, 2024)

Underwriting Agreement, dated as of January 17, 2024, by and among CarMax Business Services, LLC, as servicer, CarMax Auto Funding LLC, as depositor, and Barclays Capital Inc., as... (Filed With SEC on January 19, 2024)

Indenture, to be dated January 1, 2024, between CarMax Auto Owner Trust 2024-1 and U.S. Bank Trust Company, National Association, as indenture trustee (Filed With SEC on January 19, 2024)

Amended and Restated Trust Agreement, to be dated January 1, 2024, between CarMax Auto Funding LLC, as depositor, and Wilmington Trust, National Association, as owner trustee (Filed With SEC on January 19, 2024)

Indenture between CarMax Auto Owner Trust 2023-4 and U.S. Bank Trust Company, National Association, as indenture trustee, dated as of October 1, 2023 (Filed With SEC on October 18, 2023)

Amended and Restated Trust Agreement between CarMax Auto Funding LLC, as depositor, and Wilmington Trust, National Association, as owner trustee, dated as of October 1, 2023 (Filed With SEC on October 18, 2023)

Underwriting Agreement, dated as of October 12, 2023, by and among CarMax Business Services, LLC, as servicer, CarMax Auto Funding LLC, as depositor, and RBC Capital Markets, LLC,... (Filed With SEC on October 16, 2023)

Indenture, to be dated October 1, 2023, between CarMax Auto Owner Trust 2023-4 and U.S. Bank Trust Company, National Association, as indenture trustee (Filed With SEC on October 16, 2023)

Amended and Restated Trust Agreement, to be dated October 1, 2023, between CarMax Auto Funding LLC, as depositor, and Wilmington Trust, National Association, as owner trustee (Filed With SEC on October 16, 2023)

Underwriting Agreement, dated as of July 18, 2023, by and among CarMax Business Services, LLC, as servicer, CarMax Auto Funding LLC, as depositor, and J.P. Morgan Securities LLC,... (Filed With SEC on July 19, 2023)

Indenture between CarMax Auto Owner Trust 2023-2 and Wilmington Trust, National Association, as indenture trustee, dated as of April 1, 2023 (Filed With SEC on April 26, 2023)

Amended and Restated Trust Agreement between CarMax Auto Funding LLC, as depositor, and U.S. Bank Trust National Association, as owner trustee, dated as of April 1, 2023 (Filed With SEC on April 26, 2023)

Underwriting Agreement, dated as of April 19, 2023, by and among CarMax Business Services, LLC, as servicer, CarMax Auto Funding LLC, as depositor, and MUFG Securities Americas... (Filed With SEC on April 20, 2023)

Indenture, to be dated April 1, 2023, between CarMax Auto Owner Trust 2023-2 and Wilmington Trust, National Association, as indenture trustee (Filed With SEC on April 20, 2023)

Amended and Restated Trust Agreement, to be dated April 1, 2023, between CarMax Auto Funding LLC, as depositor, and U.S. Bank Trust National Association, as owner trustee (Filed With SEC on April 20, 2023)

Indenture between CarMax Auto Owner Trust 2023-1 and Wilmington Trust, National Association, as indenture trustee, dated as of January 1, 2023 (Filed With SEC on January 25, 2023)

Amended and Restated Trust Agreement between CarMax Auto Funding LLC, as depositor, and U.S. Bank Trust National Association, as owner trustee, dated as of January 1, 2023 (Filed With SEC on January 25, 2023)

Underwriting Agreement, dated as of January 19, 2023, by and among CarMax Business Services, LLC, as servicer, CarMax Auto Funding LLC, as depositor, and BofA Securities, Inc., as... (Filed With SEC on January 23, 2023)

Indenture, to be dated January 1, 2023, between CarMax Auto Owner Trust 2023-4 and Wilmington Trust, National Association, as indenture trustee (Filed With SEC on January 23, 2023)

Amended and Restated Trust Agreement, to be dated January 1, 2023, between CarMax Auto Funding LLC, as depositor, and U.S. Bank Trust National Association, as owner trustee (Filed With SEC on January 23, 2023)

Indenture between CarMax Auto Owner Trust 2022-4 and Wilmington Trust, National Association, as indenture trustee, dated as of October 1, 2022 (Filed With SEC on November 1, 2022)

Amended and Restated Trust Agreement between CarMax Auto Funding LLC, as depositor, and U.S. Bank Trust National Association, as owner trustee, dated as of October 1, 2022 (Filed With SEC on November 1, 2022)

Underwriting Agreement, dated as of October 26, 2022, by and among CarMax Business Services, LLC, as servicer, CarMax Auto Funding LLC, as depositor, and Barclays Capital Inc., as... (Filed With SEC on October 28, 2022)

Indenture, to be dated October 1, 2022, between CarMax Auto Owner Trust 2022-4 and Wilmington Trust, National Association, as indenture trustee (Filed With SEC on October 28, 2022)

Amended and Restated Trust Agreement, to be dated October 1, 2022, between CarMax Auto Funding LLC, as depositor, and U.S. Bank Trust National Association, as owner trustee (Filed With SEC on October 28, 2022)

Indenture between CarMax Auto Owner Trust 2022-3 and Wilmington Trust, National Association, as indenture trustee, dated as of July 1, 2022 (Filed With SEC on July 20, 2022)

Amended and Restated Trust Agreement between CarMax Auto Funding LLC, as depositor, and U.S. Bank Trust National Association, as owner trustee, dated as of July 1, 2022 (Filed With SEC on July 20, 2022)

Underwriting Agreement, dated as of July 12, 2022, by and among CarMax Business Services, LLC, as servicer, CarMax Auto Funding LLC, as depositor, and RBC Capital Markets, LLC, as... (Filed With SEC on July 14, 2022)

Indenture, to be dated July 1, 2022, between CarMax Auto Owner Trust 2022-3 and Wilmington Trust, National Association, as indenture trustee (Filed With SEC on July 14, 2022)

Amended and Restated Trust Agreement, to be dated July 1, 2022, between CarMax Auto Funding LLC, as depositor, and U.S. Bank Trust National Association, as owner trustee (Filed With SEC on July 14, 2022)

Indenture between CarMax Auto Owner Trust 2022-2 and U.S. Bank Trust Company, National Association, as indenture trustee, dated as of April 1, 2022 (Filed With SEC on April 28, 2022)

Amended and Restated Trust Agreement between CarMax Auto Funding LLC, as depositor, and Wilmington Trust, National Association, as owner trustee, dated as of April 1, 2022 (Filed With SEC on April 28, 2022)

Underwriting Agreement, dated as of April 21, 2022, by and among CarMax Business Services, LLC, as servicer, CarMax Auto Funding LLC, as depositor, and BofA Securities, Inc., as... (Filed With SEC on April 25, 2022)

Indenture, to be dated April 1, 2022, between CarMax Auto Owner Trust 2022-2 and U.S. Bank Trust Company, National Association, as indenture trustee (Filed With SEC on April 25, 2022)

Amended and Restated Trust Agreement, to be dated April 1, 2022, between CarMax Auto Funding LLC, as depositor, and Wilmington Trust, National Association, as owner trustee (Filed With SEC on April 25, 2022)

Indenture between CarMax Auto Owner Trust 2022-1 and U.S. Bank National Association, as indenture trustee, dated as of January 1, 2022 (Filed With SEC on January 26, 2022)

Amended and Restated Trust Agreement between CarMax Auto Funding LLC, as depositor, and Wilmington Trust, National Association, as owner trustee, dated as of January 1, 2022 (Filed With SEC on January 26, 2022)

Underwriting Agreement, dated as of January 19, 2022, by and among CarMax Business Services, LLC, as servicer, CarMax Auto Funding LLC, as depositor, and J.P. Morgan Securities... (Filed With SEC on January 21, 2022)

Indenture, to be dated January 1, 2022, between CarMax Auto Owner Trust 2022-1 and U.S. Bank National Association, as indenture trustee (Filed With SEC on January 21, 2022)

Amended and Restated Trust Agreement, to be dated January 1, 2022, between CarMax Auto Funding LLC, as depositor, and Wilmington Trust, National Association, as owner trustee (Filed With SEC on January 21, 2022)

Indenture between CarMax Auto Owner Trust 2021-4 and U.S. Bank National Association, as indenture trustee, dated as of September 1, 2021 (Filed With SEC on September 22, 2021)

Amended and Restated Trust Agreement between CarMax Auto Funding LLC, as depositor, and Wilmington Trust, National Association, as owner trustee, dated as of September 1, 2021 (Filed With SEC on September 22, 2021)

Underwriting Agreement, dated as of September 14, 2021, by and among CarMax Business Services, LLC, as servicer, CarMax Auto Funding LLC, as depositor, and Barclays Capital Inc.,... (Filed With SEC on September 16, 2021)

Indenture, to be dated September 1, 2021, between CarMax Auto Owner Trust 2021-4 and U.S. Bank National Association, as indenture trustee (Filed With SEC on September 16, 2021)

Amended and Restated Trust Agreement, to be dated September 1, 2021, between CarMax Auto Funding LLC, as depositor, and Wilmington Trust, National Association, as owner trustee (Filed With SEC on September 16, 2021)

Indenture between CarMax Auto Owner Trust 2021-3 and U.S. Bank National Association, as indenture trustee, dated as of July 1, 2021 (Filed With SEC on July 29, 2021)

Amended and Restated Trust Agreement between CarMax Auto Funding LLC, as depositor, and Wilmington Trust, National Association, as owner trustee, dated as of July 1, 2021 (Filed With SEC on July 29, 2021)

Underwriting Agreement, dated as of July 21, 2021, by and among CarMax Business Services, LLC, as servicer, CarMax Auto Funding LLC, as depositor, and RBC Capital Markets, LLC, as... (Filed With SEC on July 23, 2021)

Indenture, to be dated July 1, 2021, between CarMax Auto Owner Trust 2021-3 and U.S. Bank National Association, as indenture trustee (Filed With SEC on July 23, 2021)

Amended and Restated Trust Agreement, to be dated July 1, 2021, between CarMax Auto Funding LLC, as depositor, and Wilmington Trust, National Association, as owner trustee (Filed With SEC on July 23, 2021)

Indenture between CarMax Auto Owner Trust 2021-2 and Wilmington Trust, National Association, as indenture trustee, dated as of April 1, 2021 (Filed With SEC on April 21, 2021)

Amended and Restated Trust Agreement between CarMax Auto Funding LLC, as depositor, and U.S. Bank Trust National Association, as owner trustee, dated as of April 1, 2021 (Filed With SEC on April 21, 2021)

Underwriting Agreement, dated as of April 13, 2021, by and among CarMax Business Services, LLC, as servicer, CarMax Auto Funding LLC, as depositor, and BofA Securities, Inc., as... (Filed With SEC on April 15, 2021)

Indenture, to be dated April 1, 2021, between CarMax Auto Owner Trust 2021-2 and Wilmington Trust, National Association, as indenture trustee (Filed With SEC on April 15, 2021)

Amended and Restated Trust Agreement, to be dated April 1, 2021, between CarMax Auto Funding LLC, as depositor, and U.S. Bank Trust National Association, as owner trustee (Filed With SEC on April 15, 2021)

Indenture between CarMax Auto Owner Trust 2021-1 and Wilmington Trust, National Association, as indenture trustee, dated as of January 1, 2021 (Filed With SEC on January 27, 2021)

Amended and Restated Trust Agreement between CarMax Auto Funding LLC, as depositor, and U.S. Bank Trust National Association, as owner trustee, dated as of January 1, 2021 (Filed With SEC on January 27, 2021)

Underwriting Agreement, dated as of January 20, 2021, by and among CarMax Business Services, LLC, as servicer, CarMax Auto Funding LLC, as depositor, and MUFG Securities Americas... (Filed With SEC on January 22, 2021)

Indenture, to be dated January 1, 2021, between CarMax Auto Owner Trust 2021-1 and Wilmington Trust, National Association, as indenture trustee (Filed With SEC on January 22, 2021)

Amended and Restated Trust Agreement, to be dated January 1, 2021, between CarMax Auto Funding LLC, as depositor, and U.S. Bank Trust National Association, as owner trustee (Filed With SEC on January 22, 2021)

Indenture between CarMax Auto Owner Trust 2020-4 and Wilmington Trust, National Association, as indenture trustee, dated as of October 1, 2020 (Filed With SEC on October 21, 2020)

Amended and Restated Trust Agreement between CarMax Auto Funding LLC, as depositor, and U.S. Bank Trust National Association, as owner trustee, dated as of October 1, 2020 (Filed With SEC on October 21, 2020)

Underwriting Agreement, dated as of October 14, 2020, by and among CarMax Business Services, LLC, as servicer, CarMax Auto Funding LLC, as depositor, and RBC Capital Markets, LLC,... (Filed With SEC on October 16, 2020)

Indenture, to be dated October 1, 2020, between CarMax Auto Owner Trust 2020-4 and Wilmington Trust, National Association, as indenture trustee (Filed With SEC on October 16, 2020)

Amended and Restated Trust Agreement, to be dated October 1, 2020, between CarMax Auto Funding LLC, as depositor, and U.S. Bank Trust National Association, as owner trustee (Filed With SEC on October 16, 2020)

Underwriting Agreement, dated as of April 22, 2020, by and among CarMax Business Services, LLC, as servicer, CarMax Auto Funding LLC, as depositor, and Wells Fargo Securities,... (Filed With SEC on April 24, 2020)

Indenture between CarMax Auto Owner Trust 2018-4 and Wilmington Trust, National Association, as indenture trustee, dated as of October 1, 2018 (Filed With SEC on October 24, 2018)

Amended and Restated Trust Agreement between CarMax Auto Funding LLC, as depositor, and U.S. Bank Trust National Association, as owner trustee, dated as of October 1, 2018 (Filed With SEC on October 24, 2018)

Underwriting Agreement, dated as of October 17, 2018, by and among CarMax Business Services, LLC, as servicer, CarMax Auto Funding LLC, as depositor, and Merrill Lynch, Pierce,... (Filed With SEC on October 19, 2018)

Indenture, to be dated October 1, 2018, between CarMax Auto Owner Trust 2018-4 and Wilmington Trust, National Association, as indenture trustee (Filed With SEC on October 19, 2018)

Amended and Restated Trust Agreement, to be dated October 1, 2018, between CarMax Auto Funding LLC, as depositor, and U.S. Bank Trust National Association, as owner trustee (Filed With SEC on October 19, 2018)

Indenture between CarMax Auto Owner Trust 2018-3 and Wilmington Trust, National Association, as indenture trustee, dated as of July 1, 2018 (Filed With SEC on July 25, 2018)

Amended and Restated Trust Agreement between CarMax Auto Funding LLC, as depositor, and U.S. Bank Trust National Association, as owner trustee, dated as of July 1, 2018 (Filed With SEC on July 25, 2018)

Underwriting Agreement, dated as of July 18, 2018, by and among CarMax Business Services, LLC, as servicer, CarMax Auto Funding LLC, as depositor, and Barclays Capital Inc., as... (Filed With SEC on July 20, 2018)

Indenture, to be dated July 1, 2018, between CarMax Auto Owner Trust 2018-3 and Wilmington Trust, National Association, as indenture trustee (Filed With SEC on July 20, 2018)

Amended and Restated Trust Agreement, to be dated July 1, 2018, between CarMax Auto Funding LLC, as depositor, and U.S. Bank Trust National Association, as owner trustee (Filed With SEC on July 20, 2018)

Indenture between CarMax Auto Owner Trust 2018-2 and Wilmington Trust, National Association, as indenture trustee, dated as of April 1, 2018 (Filed With SEC on April 25, 2018)

Amended and Restated Trust Agreement between CarMax Auto Funding LLC, as depositor, and U.S. Bank Trust National Association, as owner trustee, dated as of April 1, 2018 (Filed With SEC on April 25, 2018)

Underwriting Agreement, dated as of April 18, 2018, by and among CarMax Business Services, LLC, as servicer, CarMax Auto Funding LLC, as depositor, and Wells Fargo Securities,... (Filed With SEC on April 20, 2018)

Indenture, to be dated April 1, 2018, between CarMax Auto Owner Trust 2018-2 and Wilmington Trust, National Association, as indenture trustee (Filed With SEC on April 20, 2018)

Amended and Restated Trust Agreement, to be dated April 1, 2018, between CarMax Auto Funding LLC, as depositor, and U.S. Bank Trust National Association, as owner trustee (Filed With SEC on April 20, 2018)

Indenture between CarMax Auto Owner Trust 2018-1 and U.S. Bank National Association, as indenture trustee, dated as of January 1, 2018 (Filed With SEC on January 24, 2018)

Amended and Restated Trust Agreement between CarMax Auto Funding LLC, as depositor, and Wilmington Trust, National Association, as owner trustee, dated as of January 1, 2018 (Filed With SEC on January 24, 2018)

Underwriting Agreement, dated as of January 17, 2018, by and among CarMax Business Services, LLC, as servicer, CarMax Auto Funding LLC, as depositor, and RBC Capital Markets, LLC,... (Filed With SEC on January 19, 2018)

Indenture, to be dated January 1, 2018, between CarMax Auto Owner Trust 2018-1 and U.S. Bank National Association, as indenture trustee (Filed With SEC on January 19, 2018)

Amended and Restated Trust Agreement, to be dated January 1, 2018, between CarMax Auto Funding LLC, as depositor, and Wilmington Trust, National Association, as owner trustee (Filed With SEC on January 19, 2018)

Indenture between CarMax Auto Owner Trust 2017-4 and U.S. Bank National Association, as indenture trustee, dated as of October 1, 2017 (Filed With SEC on October 25, 2017)

Amended and Restated Trust Agreement between CarMax Auto Funding LLC, as depositor, and Wilmington Trust, National Association, as owner trustee, dated as of October 1, 2017 (Filed With SEC on October 25, 2017)

Underwriting Agreement, dated as of October 17, 2017, by and among CarMax Business Services, LLC, as servicer, CarMax Auto Funding LLC, as depositor, and Credit Suisse Securities... (Filed With SEC on October 19, 2017)

Indenture, to be dated October 1, 2017, between CarMax Auto Owner Trust 2017-4 and U.S. Bank National Association, as indenture trustee (Filed With SEC on October 19, 2017)

Amended and Restated Trust Agreement, to be dated October 1, 2017, between CarMax Auto Funding LLC, as depositor, and Wilmington Trust, National Association, as owner trustee (Filed With SEC on October 19, 2017)

CARMAX AUTO OWNER TRUST 2017-3, as Issuer, and U.S. BANK NATIONAL ASSOCIATION, as Indenture Trustee INDENTURE Dated as of July 1, 2017 $280,000,0001.35000% Class A-1 Asset-backed... (Filed With SEC on July 26, 2017)

CARMAX AUTO FUNDING LLC, asDepositor, and WILMINGTONTRUST, NATIONAL ASSOCIATION, as Owner Trustee AMENDED ANDRESTATED TRUST AGREEMENT Dated as of July 1, 2017 TABLE OF CONTENTS (Filed With SEC on July 26, 2017)

$1,375,000,000 CARMAX AUTO OWNERTRUST 2017-3 $280,000,000 1.35000% Class A-1 Asset-backed Notes $375,000,000 1.64% Class A-2a Asset-backed Notes $75,000,000 LIBOR + 0.18% Class... (Filed With SEC on July 20, 2017)

CARMAX AUTO OWNER TRUST 2017-3, as Issuer, and U.S. BANK NATIONAL ASSOCIATION, as Indenture Trustee INDENTURE Dated as of July 1, 2017 $280,000,0001.35000% Class A-1 Asset-backed... (Filed With SEC on July 20, 2017)

CARMAX AUTO FUNDING LLC, asDepositor, and WILMINGTONTRUST, NATIONAL ASSOCIATION, as Owner Trustee AMENDED ANDRESTATED TRUST AGREEMENT Dated as of July 1, 2017 TABLE OF CONTENTS (Filed With SEC on July 20, 2017)

CARMAX AUTO OWNER TRUST 2017-2, as Issuer, and U.S. BANK NATIONAL ASSOCIATION, as Indenture Trustee INDENTURE Dated as of April 1, 2017 $169,000,0001.10000% Class A-1 Asset-backed... (Filed With SEC on April 19, 2017)

CARMAX AUTO FUNDING LLC, asDepositor, and WILMINGTONTRUST, NATIONAL ASSOCIATION, as Owner Trustee AMENDED ANDRESTATED TRUST AGREEMENT Dated as of April 1, 2017 TABLE OF CONTENTS (Filed With SEC on April 19, 2017)

$1,000,000,000 CARMAX AUTO OWNERTRUST 2017-2 $169,000,000 1.10000% Class A-1Asset-backed Notes $338,000,000 1.63% Class A-2 Asset-backed Notes $337,000,000 1.93% Class A-3... (Filed With SEC on April 14, 2017)

CARMAX AUTO OWNER TRUST 2017-2, as Issuer, and U.S. BANK NATIONAL ASSOCIATION, as Indenture Trustee INDENTURE Dated as of April 1, 2017 $169,000,0001.10000% Class A-1 Asset-backed... (Filed With SEC on April 14, 2017)

CARMAX AUTO FUNDING LLC, asDepositor, and WILMINGTONTRUST, NATIONAL ASSOCIATION, as Owner Trustee AMENDED ANDRESTATED TRUST AGREEMENT Dated as of April 1, 2017 TABLE OF CONTENTS (Filed With SEC on April 14, 2017)

CARMAX AUTO OWNER TRUST 2017-1, as Issuer, and U.S. BANK NATIONAL ASSOCIATION, as Indenture Trustee INDENTURE Dated as of January 1, 2017 $251,000,0000.85000% Class A-1... (Filed With SEC on January 31, 2017)

CARMAX AUTO FUNDING LLC, asDepositor, and WILMINGTONTRUST, NATIONAL ASSOCIATION, as Owner Trustee AMENDED ANDRESTATED TRUST AGREEMENT Dated as of January 1, 2017 TABLE OF CONTENTS (Filed With SEC on January 31, 2017)

$1,310,000,000 CARMAX AUTO OWNERTRUST 2017-1 $251,000,000 0.85000% Class A-1Asset-backed Notes $430,000,000 1.54% Class A-2 Asset-backed Notes $430,000,000 1.98% Class A-3... (Filed With SEC on January 27, 2017)

CARMAX AUTO OWNER TRUST 2017-1, as Issuer, and U.S. BANK NATIONAL ASSOCIATION, as Indenture Trustee INDENTURE Dated as of January 1, 2017 $251,000,0000.85000% Class A-1... (Filed With SEC on January 27, 2017)

CARMAX AUTO FUNDING LLC, asDepositor, and WILMINGTONTRUST, NATIONAL ASSOCIATION, as Owner Trustee AMENDED ANDRESTATED TRUST AGREEMENT Dated as of January 1, 2017 TABLE OF CONTENTS (Filed With SEC on January 27, 2017)

CARMAX AUTO OWNER TRUST 2016-4, as Issuer, and U.S. BANK NATIONAL ASSOCIATION, as Indenture Trustee INDENTURE Dated as of October 1, 2016 $243,000,0000.75000% Class A-1... (Filed With SEC on October 26, 2016)

CARMAX AUTO FUNDING LLC, asDepositor, and WILMINGTONTRUST, NATIONAL ASSOCIATION, as Owner Trustee AMENDED ANDRESTATED TRUST AGREEMENT Dated as of October 1, 2016 TABLE OF CONTENTS (Filed With SEC on October 26, 2016)

$1,300,000,000 CARMAX AUTO OWNERTRUST 2016-4 $243,000,000 0.75000% Class A-1 Asset-backed Notes $427,000,000 1.21% Class A-2 Asset-backed Notes $428,000,000 1.40% Class A-3... (Filed With SEC on October 21, 2016)

CARMAX AUTO OWNER TRUST 2016-4, as Issuer, and U.S. BANK NATIONAL ASSOCIATION, as Indenture Trustee INDENTURE Dated as of October 1, 2016 $243,000,0000.75000% Class A-1... (Filed With SEC on October 21, 2016)

CARMAX AUTO FUNDING LLC, asDepositor, and WILMINGTONTRUST, NATIONAL ASSOCIATION, as Owner Trustee AMENDED ANDRESTATED TRUST AGREEMENT Dated as of October 1, 2016 TABLE OF CONTENTS (Filed With SEC on October 21, 2016)

CARMAX AUTO OWNER TRUST 2016-3, as Issuer, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Indenture Trustee INDENTURE Dated as of July 1, 2016 $219,000,0000.63000% Class A-1... (Filed With SEC on July 20, 2016)

CARMAX AUTO FUNDING LLC, asDepositor, and U.S. BANKTRUST NATIONAL ASSOCIATION, as Owner Trustee AMENDED ANDRESTATED TRUST AGREEMENT Dated as of July 1, 2016 TABLE OF CONTENTS (Filed With SEC on July 20, 2016)

$1,250,000,000 CARMAX AUTO OWNERTRUST 2016-3 $219,000,000 0.63000% Class A-1 Asset-backed Notes $396,000,000 1.17% Class A-2 Asset-backed Notes $425,000,000 1.39% Class A-3... (Filed With SEC on July 15, 2016)

CARMAX AUTO OWNER TRUST 2016-3, as Issuer, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Indenture Trustee INDENTURE Dated as of July 1, 2016 $219,000,0000.63000% Class A-1... (Filed With SEC on July 15, 2016)

CARMAX AUTO FUNDING LLC, asDepositor, and U.S. BANKTRUST NATIONAL ASSOCIATION, as Owner Trustee AMENDED ANDRESTATED TRUST AGREEMENT Dated as of July 1, 2016 TABLE OF CONTENTS (Filed With SEC on July 15, 2016)

CARMAX AUTO OWNER TRUST 2016-2, as Issuer, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Indenture Trustee INDENTURE Dated as of April 1, 2016 $230,000,0000.65000% Class A-1... (Filed With SEC on April 20, 2016)

CARMAX AUTO FUNDING LLC, asDepositor, and U.S. BANKTRUST NATIONAL ASSOCIATION, as Owner Trustee AMENDED ANDRESTATED TRUST AGREEMENT Dated as of April 1, 2016 TABLE OF CONTENTS (Filed With SEC on April 20, 2016)

$1,175,000,000 CARMAX AUTO OWNERTRUST 2016-2 $230,000,000 0.65000% Class A-1 Asset-backed Notes $194,000,000 1.24% Class A-2a Asset-backed Notes $194,000,000 LIBOR + 0.47% Class... (Filed With SEC on April 14, 2016)

CARMAX AUTO OWNER TRUST 2016-2, as Issuer, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Indenture Trustee INDENTURE Dated as of April 1, 2016 $230,000,0000.65000% Class A-1... (Filed With SEC on April 14, 2016)

CARMAX AUTO FUNDING LLC, asDepositor, and U.S. BANKTRUST NATIONAL ASSOCIATION, as Owner Trustee AMENDED ANDRESTATED TRUST AGREEMENT Dated as of April 1, 2016 TABLE OF CONTENTS (Filed With SEC on April 14, 2016)

CARMAX AUTO OWNER TRUST 2016-1, as Issuer, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Indenture Trustee INDENTURE Dated as of February 1, 2016 $213,000,0000.67000% Class A-1... (Filed With SEC on February 3, 2016)

CARMAX AUTO FUNDING LLC, asDepositor, and U.S. BANKTRUST NATIONAL ASSOCIATION, as Owner Trustee AMENDED ANDRESTATED TRUST AGREEMENT Dated as of February 1, 2016 TABLE OF CONTENTS (Filed With SEC on February 3, 2016)

$1,140,000,000 CARMAX AUTO OWNERTRUST 2016-1 $213,000,000 0.67000% Class A-1 Asset-backed Notes $201,000,000 1.30% Class A-2a Asset-backed Notes $201,000,000 LIBOR + 0.53% Class... (Filed With SEC on January 28, 2016)

CARMAX AUTO OWNER TRUST 2016-1, as Issuer, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Indenture Trustee INDENTURE Dated as of February 1, 2016 $213,000,0000.67000% Class A-1... (Filed With SEC on January 28, 2016)

CARMAX AUTO FUNDING LLC, asDepositor, and U.S. BANKTRUST NATIONAL ASSOCIATION, as Owner Trustee AMENDED ANDRESTATED TRUST AGREEMENT Dated as of February 1, 2016 TABLE OF CONTENTS (Filed With SEC on January 28, 2016)

CARMAX AUTO OWNER TRUST 2015-4, as Issuer, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Indenture Trustee INDENTURE Dated as of October 1, 2015 $179,000,0000.42000% Class A-1... (Filed With SEC on October 28, 2015)

CARMAX AUTO FUNDING LLC, asDepositor, and U.S. BANKTRUST NATIONAL ASSOCIATION, as Owner Trustee AMENDED ANDRESTATED TRUST AGREEMENT Dated as of October 1, 2015 TABLE OF CONTENTS (Filed With SEC on October 28, 2015)

CARMAX AUTO OWNER TRUST 2015-4, as Issuer, CARMAX AUTO FUNDINGLLC, as Depositor and CARMAX BUSINESS SERVICES, LLC, asServicer SALE AND SERVICING AGREEMENT Dated as of October 1,... (Filed With SEC on October 28, 2015)

CARMAX BUSINESS SERVICES, LLC, asSeller, and CARMAX AUTOFUNDING LLC, as Purchaser RECEIVABLESPURCHASE AGREEMENT Dated as of October 1, 2015 TABLE OF CONTENTS (Filed With SEC on October 28, 2015)

CARMAX AUTO OWNER TRUST 2015-4, as Issuer, CARMAX BUSINESSSERVICES, LLC, as Administrator, and WELLS FARGO BANK, NATIONALASSOCIATION, as Indenture Trustee ADMINISTRATIONAGREEMENT... (Filed With SEC on October 28, 2015)

$1,050,000,000 CARMAX AUTO OWNER TRUST 2015-4 $179,000,000 0.42000% Class A-1 Asset-backed Notes $193,000,000 1.09% Class A-2a Asset-backed Notes $193,000,000 LIBOR + 0.60% Class... (Filed With SEC on October 23, 2015)

CARMAX AUTO OWNER TRUST 2015-3, as Issuer, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Indenture Trustee INDENTURE Dated as of August 1, 2015 $152,000,0000.40000% Class A-1... (Filed With SEC on August 13, 2015)

CARMAX AUTO FUNDING LLC, asDepositor, and U.S. BANKTRUST NATIONAL ASSOCIATION, as Owner Trustee AMENDED ANDRESTATED TRUST AGREEMENT Dated as of August 1, 2015 TABLE OF CONTENTS (Filed With SEC on August 13, 2015)

CARMAX AUTO OWNER TRUST 2015-3, as Issuer, CARMAX AUTO FUNDINGLLC, as Depositor and CARMAX BUSINESS SERVICES, LLC, asServicer SALE AND SERVICING AGREEMENT Dated as of August 1,... (Filed With SEC on August 13, 2015)

CARMAX BUSINESS SERVICES, LLC, asSeller, and CARMAX AUTOFUNDING LLC, as Purchaser RECEIVABLESPURCHASE AGREEMENT Dated as of August 1, 2015 TABLE OF CONTENTS (Filed With SEC on August 13, 2015)

CARMAX AUTO OWNER TRUST 2015-3, as Issuer, CARMAX BUSINESSSERVICES, LLC, as Administrator, and WELLS FARGO BANK, NATIONALASSOCIATION, as Indenture Trustee ADMINISTRATIONAGREEMENT... (Filed With SEC on August 13, 2015)

$1,000,000,000 CARMAX AUTO OWNERTRUST 2015-3 $152,000,000 0.40000% Class A-1 Asset-backed Notes $193,000,000 1.10% Class A-2a Asset-backed Notes $175,000,000 LIBOR + 0.45% Class... (Filed With SEC on August 7, 2015)

CARMAX AUTO OWNER TRUST 2015-2, as Issuer, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Indenture Trustee (Filed With SEC on May 13, 2015)

CARMAX AUTO FUNDING LLC, as Depositor, and U.S. BANK TRUST NATIONAL ASSOCIATION, as Owner Trustee (Filed With SEC on May 13, 2015)

CARMAX AUTO OWNER TRUST 2015-2, as Issuer, CARMAX AUTO FUNDING LLC, as Depositor and CARMAX BUSINESS SERVICES, LLC, as Servicer (Filed With SEC on May 13, 2015)

CARMAX BUSINESS SERVICES, LLC, as Seller, and CARMAX AUTO FUNDING LLC, as Purchaser ______________________________ RECEIVABLES PURCHASE AGREEMENT Dated as of May 1, 2015... (Filed With SEC on May 13, 2015)

CARMAX AUTO OWNER TRUST 2015-2, as Issuer, CARMAX BUSINESS SERVICES, LLC, as Administrator, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Indenture Trustee... (Filed With SEC on May 13, 2015)

$1,165,000,000 CARMAX AUTO OWNER TRUST 2015-2 $202,000,000 0.35000% Class A-1 Asset-backedNotes $192,000,000 0.82% Class A-2a Asset-backedNotes $192,000,000 LIBOR + 0.28% Class... (Filed With SEC on May 8, 2015)

CARMAX AUTOOWNER TRUST 2015-1, as Issuer, and WELLS FARGO BANK, NATIONALASSOCIATION, as Indenture Trustee INDENTURE Dated as of February 1, 2015 $191,000,0000.24000% Class A-1... (Filed With SEC on February 26, 2015)

CARMAX AUTOFUNDING LLC, as Depositor, and U.S. BANK TRUST NATIONALASSOCIATION, as Owner Trustee AMENDED ANDRESTATED TRUST AGREEMENT Dated as of February 1, 2015 TABLE OF CONTENTS (Filed With SEC on February 26, 2015)

CARMAX AUTOOWNER TRUST 2015-1, as Issuer, CARMAX AUTO FUNDING LLC, asDepositor and CARMAXBUSINESS SERVICES, LLC, as Servicer SALE ANDSERVICING AGREEMENT Dated as of February 1,... (Filed With SEC on February 26, 2015)

CARMAXBUSINESS SERVICES, LLC, as Seller, and CARMAX AUTO FUNDING LLC, as Purchaser RECEIVABLESPURCHASE AGREEMENT Dated as of February 1, 2015 TABLE OF CONTENTS (Filed With SEC on February 26, 2015)

CARMAX AUTOOWNER TRUST 2015-1, as Issuer, CARMAX BUSINESS SERVICES, LLC, asAdministrator, and WELLSFARGO BANK, NATIONAL ASSOCIATION, as Indenture Trustee ADMINISTRATIONAGREEMENT... (Filed With SEC on February 26, 2015)

$1,000,000,000 CARMAX AUTO OWNERTRUST 2015-1 $191,000,000 0.24000% Class A-1 Asset-backed Notes $320,000,000 0.88% Class A-2 Asset-backed Notes $319,000,000 1.38% Class A-3... (Filed With SEC on February 23, 2015)

CARMAX AUTO OWNER TRUST 2014-4, as Issuer, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Indenture Trustee INDENTURE Dated as of November 1, 2014 $181,000,0000.21000% Class A-1... (Filed With SEC on November 14, 2014)

CARMAX AUTO FUNDING LLC, asDepositor, and U.S. BANKTRUST NATIONAL ASSOCIATION, as Owner Trustee AMENDED ANDRESTATED TRUST AGREEMENT Dated as of November 1, 2014 TABLE OF CONTENTS (Filed With SEC on November 14, 2014)

CARMAX AUTO OWNER TRUST 2014-4, as Issuer, CARMAX AUTO FUNDINGLLC, as Depositor and CARMAX BUSINESS SERVICES, LLC, asServicer SALE AND SERVICING AGREEMENT Dated as of November 1,... (Filed With SEC on November 14, 2014)

CARMAX BUSINESS SERVICES, LLC, as Seller, and CARMAX AUTO FUNDING LLC, asPurchaser RECEIVABLES PURCHASE AGREEMENT Dated as of November 1, 2014 TABLE OF CONTENTS (Filed With SEC on November 14, 2014)

CARMAX AUTO OWNER TRUST 2014-4, as Issuer, CARMAX BUSINESSSERVICES, LLC, as Administrator, and WELLS FARGO BANK, NATIONALASSOCIATION, as Indenture Trustee ADMINISTRATIONAGREEMENT... (Filed With SEC on November 14, 2014)

$1,165,000,000 CARMAX AUTO OWNERTRUST 2014-4 $181,000,000 0.21000% Class A-1 Asset-backed Notes $271,000,000 0.67% Class A-2a Asset-backed Notes $115,000,000 LIBOR + 0.27% Class... (Filed With SEC on November 7, 2014)

CARMAX AUTO OWNER TRUST 2014-3, as Issuer, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Indenture Trustee INDENTURE Dated as of August 1, 2014 $172,000,0000.19000% Class A-1... (Filed With SEC on August 13, 2014)

CARMAX AUTO FUNDING LLC, asDepositor, and U.S. BANKTRUST NATIONAL ASSOCIATION, as Owner Trustee AMENDED ANDRESTATED TRUST AGREEMENT Dated as of August 1, 2014 TABLE OF CONTENTS (Filed With SEC on August 13, 2014)

CARMAX AUTO OWNER TRUST 2014-3, as Issuer, CARMAX AUTO FUNDINGLLC, as Depositor and CARMAX BUSINESS SERVICES, LLC, asServicer SALE AND SERVICING AGREEMENT Dated as of August 1,... (Filed With SEC on August 13, 2014)

CARMAX BUSINESS SERVICES, LLC, asSeller, and CARMAX AUTOFUNDING LLC, as Purchaser RECEIVABLESPURCHASE AGREEMENT Dated as of August 1, 2014 TABLE OF CONTENTS (Filed With SEC on August 13, 2014)

CARMAX AUTO OWNER TRUST 2014-3, as Issuer, CARMAX BUSINESSSERVICES, LLC, as Administrator, and WELLS FARGO BANK, NATIONALASSOCIATION, as Indenture Trustee ADMINISTRATIONAGREEMENT... (Filed With SEC on August 13, 2014)

$1,000,000,000 CARMAX AUTO OWNERTRUST 2014-3 $172,000,000 0.19000% Class A-1 Asset-backed Notes $330,000,000 0.55% Class A-2 Asset-backed Notes $330,000,000 1.16% Class A-3... (Filed With SEC on August 8, 2014)

CARMAX AUTO OWNER TRUST 2014-2, as Issuer, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Indenture Trustee INDENTURE Dated as of May 1, 2014 $167,000,0000.19000% Class A-1... (Filed With SEC on May 14, 2014)

CARMAX AUTO FUNDING LLC, asDepositor, and U.S. BANKTRUST NATIONAL ASSOCIATION, as Owner Trustee AMENDED ANDRESTATED TRUST AGREEMENT Dated as of May 1, 2014 TABLE OF CONTENTS (Filed With SEC on May 14, 2014)

CARMAX AUTO OWNER TRUST 2014-2, as Issuer, CARMAX AUTO FUNDINGLLC, as Depositor, CARMAXBUSINESS SERVICES, LLC, as Servicer and WELLS FARGO BANK, NATIONALASSOCIATION, as Backup... (Filed With SEC on May 14, 2014)

CARMAX BUSINESS SERVICES, LLC, asSeller, and CARMAX AUTOFUNDING LLC, as Purchaser RECEIVABLESPURCHASE AGREEMENT Dated as of May 1, 2014 TABLE OF CONTENTS (Filed With SEC on May 14, 2014)

CARMAX AUTO OWNER TRUST 2014-2, as Issuer, CARMAX BUSINESSSERVICES, LLC, as Administrator, and WELLS FARGO BANK, NATIONALASSOCIATION, as Indenture Trustee ADMINISTRATIONAGREEMENT... (Filed With SEC on May 14, 2014)

$987,000,000 CARMAX AUTO OWNERTRUST 2014-2 $167,000,000 0.19000% Class A-1 Asset-backed Notes $310,000,000 0.46% Class A-2 Asset-backed Notes $336,000,000 0.98% Class A-3... (Filed With SEC on May 9, 2014)

CARMAX AUTO OWNER TRUST 2014-1, as Issuer, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Indenture Trustee INDENTURE Dated as of February 1, 2014 $164,000,0000.19000% Class A-1... (Filed With SEC on February 13, 2014)

CARMAX AUTO FUNDING LLC, asDepositor, and U.S. BANKTRUST NATIONAL ASSOCIATION, as Owner Trustee AMENDED ANDRESTATED TRUST AGREEMENT Dated as of February 1, 2014 TABLE OF CONTENTS (Filed With SEC on February 13, 2014)

CARMAX AUTO OWNER TRUST 2014-1, as Issuer, CARMAX AUTO FUNDINGLLC, as Depositor, CARMAXBUSINESS SERVICES, LLC, as Servicer and WELLS FARGO BANK, NATIONALASSOCIATION, as Backup... (Filed With SEC on February 13, 2014)

CARMAX BUSINESS SERVICES, LLC, asSeller, and CARMAX AUTOFUNDING LLC, as Purchaser RECEIVABLESPURCHASE AGREEMENT Dated as of February 1, 2014 TABLE OF CONTENTS (Filed With SEC on February 13, 2014)

CARMAX AUTO OWNER TRUST 2014-1, as Issuer, CARMAX BUSINESSSERVICES, LLC, as Administrator, and WELLS FARGO BANK, NATIONALASSOCIATION, as Indenture Trustee ADMINISTRATIONAGREEMENT... (Filed With SEC on February 13, 2014)

$935,000,000 CARMAX AUTO OWNERTRUST 2014-1 $164,000,000 0.19000% Class A-1 Asset-backed Notes $306,000,000 0.47% Class A-2 Asset-backed Notes $288,000,000 0.79% Class A-3... (Filed With SEC on February 6, 2014)

CARMAX AUTO OWNER TRUST 2013-4, as Issuer, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Indenture Trustee INDENTURE Dated as of November 1, 2013 $167,000,0000.24000% Class A-1... (Filed With SEC on November 7, 2013)

CARMAX AUTO FUNDING LLC, asDepositor, and U.S. BANKTRUST NATIONAL ASSOCIATION, as Owner Trustee AMENDED ANDRESTATED TRUST AGREEMENT Dated as of November 1, 2013 TABLE OF CONTENTS (Filed With SEC on November 7, 2013)

CARMAX AUTO OWNER TRUST 2013-4, as Issuer, CARMAX AUTO FUNDINGLLC, as Depositor, CARMAXBUSINESS SERVICES, LLC, as Servicer and WELLS FARGO BANK, NATIONALASSOCIATION, as Backup... (Filed With SEC on November 7, 2013)

CARMAX BUSINESS SERVICES, LLC, as Seller, and CARMAX AUTO FUNDING LLC, asPurchaser RECEIVABLES PURCHASE AGREEMENT Dated as of November 1, 2013 TABLE OF CONTENTS (Filed With SEC on November 7, 2013)

CARMAX AUTO OWNER TRUST 2013-4, as Issuer, CARMAX BUSINESSSERVICES, LLC, as Administrator, and WELLS FARGO BANK, NATIONALASSOCIATION, as Indenture Trustee ADMINISTRATIONAGREEMENT... (Filed With SEC on November 7, 2013)

$1,000,000,000 CARMAX AUTO OWNER TRUST 2013-4 $167,000,000 0.24000% Class A-1 Asset-backed Notes $317,000,000 0.52% Class A-2 Asset-backed Notes $316,000,000 0.80% Class A-3... (Filed With SEC on November 1, 2013)

CARMAX AUTO OWNER TRUST 2013-3, as Issuer, and WELLS FARGOBANK, NATIONAL ASSOCIATION, as Indenture Trustee INDENTURE Datedas of August 1, 2013 $178,000,000 0.23000% Class A-1... (Filed With SEC on August 13, 2013)

CARMAX AUTO FUNDING LLC, as Depositor, and U.S. BANKTRUST NATIONAL ASSOCIATION, as Owner Trustee AMENDED AND RESTATED TRUST AGREEMENT Dated as of August 1, 2013 TABLE OF CONTENTS (Filed With SEC on August 13, 2013)

CARMAX AUTO OWNER TRUST 2013-3, as Issuer, CARMAX AUTO FUNDING LLC, as Depositor, CARMAX BUSINESS SERVICES, LLC, as Servicer and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Backup... (Filed With SEC on August 13, 2013)

CARMAX BUSINESS SERVICES, LLC, as Seller, and CARMAX AUTOFUNDING LLC, as Purchaser RECEIVABLESPURCHASE AGREEMENT Dated as of August 1, 2013 TABLE OF CONTENTS (Filed With SEC on August 13, 2013)

CARMAX AUTO OWNER TRUST 2013-3, as Issuer, CARMAX BUSINESS SERVICES, LLC, as Administrator, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Indenture Trustee... (Filed With SEC on August 13, 2013)

$1,000,000,000 CARMAX AUTO OWNER TRUST 2013-3 $178,000,000 0.23000% Class A-1 Asset-backed Notes $321,000,000 0.59% Class A-2 Asset-backed Notes $308,000,000 0.97% Class A-3... (Filed With SEC on August 2, 2013)

CARMAX AUTO OWNER TRUST 2013-2, as Issuer, and WELLS FARGOBANK, NATIONAL ASSOCIATION, as Indenture Trustee INDENTURE Datedas of May 1, 2013 $138,000,000 0.21000% Class A-1... (Filed With SEC on May 17, 2013)

CARMAX AUTO FUNDING LLC, as Depositor, and U.S. BANKTRUST NATIONAL ASSOCIATION, as Owner Trustee AMENDED AND RESTATED TRUST AGREEMENT Dated as of May 1, 2013 TABLE OF CONTENTS (Filed With SEC on May 17, 2013)

CARMAX AUTO OWNER TRUST 2013-2, as Issuer, CARMAX AUTO FUNDING LLC, as Depositor, CARMAX BUSINESS SERVICES, LLC, as Servicer and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Backup... (Filed With SEC on May 17, 2013)

CARMAX BUSINESS SERVICES, LLC, as Seller, and CARMAX AUTOFUNDING LLC, as Purchaser RECEIVABLESPURCHASE AGREEMENT Dated as of May 1, 2013 TABLE OF CONTENTS (Filed With SEC on May 17, 2013)

CARMAX AUTO OWNER TRUST 2013-2, as Issuer, CARMAX BUSINESS SERVICES, LLC, as Administrator, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Indenture Trustee... (Filed With SEC on May 17, 2013)

$920,000,000 CARMAX AUTO OWNER TRUST 2013-2 $138,000,000 0.21000% Class A-1 Asset Backed Notes $310,000,000 0.42% Class A-2 Asset Backed Notes $288,000,000 0.64% ClassA-3 Asset... (Filed With SEC on May 10, 2013)

CARMAX AUTO OWNER TRUST 2013-1, as Issuer, and WELLS FARGOBANK, NATIONAL ASSOCIATION, as Indenture Trustee INDENTURE Datedas of February 1, 2013 $155,000,000 0.20000% Class A-1... (Filed With SEC on February 14, 2013)

CARMAX AUTO FUNDING LLC, as Depositor, and U.S. BANKTRUST NATIONAL ASSOCIATION, as Owner Trustee AMENDED AND RESTATED TRUST AGREEMENT Dated as of February 1, 2013 TABLE OF CONTENTS (Filed With SEC on February 14, 2013)

CARMAX AUTO OWNER TRUST 2013-1, as Issuer, CARMAX AUTO FUNDING LLC, as Depositor, CARMAX BUSINESS SERVICES, LLC, as Servicer and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Backup... (Filed With SEC on February 14, 2013)

CARMAX BUSINESS SERVICES, LLC, as Seller, and CARMAX AUTOFUNDING LLC, as Purchaser RECEIVABLESPURCHASE AGREEMENT Dated as of February 1, 2013 TABLE OF CONTENTS (Filed With SEC on February 14, 2013)

CARMAX AUTO OWNER TRUST 2013-1, as Issuer, CARMAX BUSINESS SERVICES, LLC, as Administrator, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Indenture Trustee... (Filed With SEC on February 14, 2013)

$1,045,000,000 CARMAX AUTO OWNER TRUST 2013-1 $155,000,000 0.20000% Class A-1 Asset Backed Notes $350,000,000 0.42% Class A-2 Asset Backed Notes $332,000,000 0.60% ClassA-3 Asset... (Filed With SEC on February 8, 2013)

CARMAX AUTO OWNER TRUST 2012-3, as Issuer, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Indenture Trustee INDENTURE Dated as of October 1, 2012 $187,000,0000.23000% Class A-1... (Filed With SEC on October 11, 2012)

CARMAX AUTO FUNDING LLC, as Depositor, and U.S. BANKTRUST NATIONAL ASSOCIATION, as Owner Trustee AMENDED AND RESTATED TRUST AGREEMENT Dated as of October 1, 2012 TABLE OF CONTENTS (Filed With SEC on October 11, 2012)

CARMAX AUTO OWNER TRUST 2012-3, as Issuer, CARMAX AUTO FUNDING LLC, as Depositor, CARMAX BUSINESS SERVICES, LLC, as Servicer and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Backup... (Filed With SEC on October 11, 2012)

CARMAX BUSINESS SERVICES, LLC, as Seller, and CARMAX AUTO FUNDING LLC, as Purchaser RECEIVABLESPURCHASE AGREEMENT Dated as of October 1, 2012 TABLE OF CONTENTS (Filed With SEC on October 11, 2012)

CARMAX AUTO OWNER TRUST 2012-3, as Issuer, CARMAX BUSINESS SERVICES, LLC, as Administrator, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Indenture Trustee... (Filed With SEC on October 11, 2012)

$1,000,000,000 CARMAX AUTO OWNER TRUST 2012-3 $187,000,000 0.23000% Class A-1 Asset Backed Notes $304,000,000 0.43%Class A-2 Asset Backed Notes $343,000,000 0.52% Class A-3 Asset... (Filed With SEC on October 5, 2012)

CARMAX AUTO OWNER TRUST 2012-2, as Issuer, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Indenture Trustee INDENTURE Dated as of June 1, 2012 $157,000,0000.29191% Class A-1... (Filed With SEC on June 14, 2012)

CARMAX AUTO FUNDING LLC, as Depositor, BNY MELLON TRUST OF DELAWARE, as Delaware Trustee and THE BANK OF NEW YORK MELLON, as Owner Trustee AMENDED ANDRESTATED TRUST AGREEMENT... (Filed With SEC on June 14, 2012)

CARMAX AUTO OWNER TRUST 2012-2, as Issuer, CARMAX AUTO FUNDING LLC, as Depositor, CARMAX BUSINESS SERVICES, LLC, as Servicer and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Backup... (Filed With SEC on June 14, 2012)

CARMAX BUSINESS SERVICES, LLC, as Seller, and CARMAX AUTO FUNDING LLC, as Purchaser RECEIVABLESPURCHASE AGREEMENT Dated as of June 1, 2012 TABLE OF CONTENTS (Filed With SEC on June 14, 2012)

CARMAX AUTO OWNER TRUST 2012-2, as Issuer, CARMAX BUSINESS SERVICES, LLC, as Administrator, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Indenture Trustee... (Filed With SEC on June 14, 2012)

$940,000,000 CARMAX AUTO OWNER TRUST 2012-2 $157,000,000 0.29191% Class A-1 Asset Backed Notes $291,000,000 0.64%Class A-2 Asset Backed Notes $327,000,000 0.84% Class A-3 Asset... (Filed With SEC on June 8, 2012)

CARMAX AUTO OWNER TRUST 2012-1, as Issuer, and WELLS FARGOBANK, NATIONAL ASSOCIATION, as Indenture Trustee INDENTURE Datedas of February 1, 2012 $171,000,000 0.38068% Class A-1... (Filed With SEC on February 21, 2012)

CARMAX AUTO FUNDING LLC, as Depositor, BNY MELLON TRUST OF DELAWARE, as Delaware Trustee and THE BANK OF NEW YORK MELLON, as Owner Trustee AMENDED ANDRESTATED TRUST AGREEMENT... (Filed With SEC on February 21, 2012)

CARMAX AUTO OWNER TRUST 2012-1, as Issuer, CARMAX AUTO FUNDING LLC, as Depositor, CARMAX BUSINESS SERVICES, LLC, as Servicer and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Backup... (Filed With SEC on February 21, 2012)

CARMAX BUSINESS SERVICES, LLC, as Seller, and CARMAX AUTOFUNDING LLC, as Purchaser RECEIVABLESPURCHASE AGREEMENT Dated as of February 1, 2012 TABLE OF CONTENTS (Filed With SEC on February 21, 2012)

CARMAX AUTO OWNER TRUST 2012-1, as Issuer, CARMAX BUSINESS SERVICES, LLC, as Administrator, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Indenture Trustee... (Filed With SEC on February 21, 2012)

$970,000,000 CARMAX AUTO OWNER TRUST 2012-1 $171,000,000 0.38068% Class A-1 Asset Backed Notes $336,000,000 0.59%Class A-2 Asset Backed Notes $288,000,000 0.89% Class A-3 Asset... (Filed With SEC on February 9, 2012)

CARMAX AUTO FUNDING LLC, as Depositor, BNY MELLON TRUST OF DELAWARE, as Delaware Trustee and THE BANK OFNEW YORK MELLON, as Owner Trustee AMENDED ANDRESTATED TRUST AGREEMENT Dated... (Filed With SEC on November 14, 2011)

CARMAX AUTO OWNER TRUST 2011-3, as Issuer, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Indenture Trustee INDENTURE Dated as of November 1, 2011 $114,000,0000.40716% Class A-1... (Filed With SEC on November 14, 2011)

CARMAX AUTO OWNER TRUST 2011-3, as Issuer, CARMAX AUTO FUNDING LLC, as Depositor, CARMAX BUSINESS SERVICES, LLC, as Servicer and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Backup... (Filed With SEC on November 14, 2011)

CARMAX AUTO OWNER TRUST 2011-3, as Issuer, CARMAX BUSINESS SERVICES, LLC, as Administrator, and WELLS FARGOBANK, NATIONAL ASSOCIATION, as Indenture Trustee ADMINISTRATION... (Filed With SEC on November 14, 2011)

CARMAX BUSINESS SERVICES, LLC, as Seller, and CARMAX AUTO FUNDING LLC, as Purchaser RECEIVABLESPURCHASE AGREEMENT Dated as of November 1, 2011 TABLE OF CONTENTS (Filed With SEC on November 14, 2011)

$650,000,000 CARMAX AUTO OWNER TRUST 2011-3 $114,000,000 0.40716% Class A-1 Asset Backed Notes $216,000,000 0.70% Class A-2Asset Backed Notes $198,000,000 1.07% Class A-3 Asset... (Filed With SEC on November 3, 2011)

EXHIBIT 4.1 AMENDED AND RESTATED TRUST AGREEMENT (Filed With SEC on September 23, 2011)

EXHIBIT 4.2 - INDENTURE (Filed With SEC on September 23, 2011)

CARMAX AUTO OWNER TRUST 2011-2, as Issuer, CARMAX AUTO FUNDING LLC, as Depositor, CARMAX BUSINESS SERVICES, LLC, as Servicer and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Backup... (Filed With SEC on September 23, 2011)

CARMAX AUTO OWNER TRUST 2011-2, as Issuer, CARMAX BUSINESS SERVICES, LLC, as Administrator, and WELLS FARGOBANK, NATIONAL ASSOCIATION, as Indenture Trustee ADMINISTRATION... (Filed With SEC on September 23, 2011)

CARMAX BUSINESS SERVICES, LLC, as Seller, and CARMAX AUTO FUNDING LLC, as Purchaser RECEIVABLESPURCHASE AGREEMENT Dated as of September 1, 2011 TABLE OF CONTENTS (Filed With SEC on September 23, 2011)

$650,000,000 CARMAX AUTO OWNER TRUST 2011-2 $108,000,000 0.31107% Class A-1 Asset Backed Notes $213,000,000 0.68% Class A-2Asset Backed Notes $166,000,000 0.91% Class A-3 Asset... (Filed With SEC on September 15, 2011)

CARMAX AUTO FUNDING LLC, as Depositor, BNY MELLON TRUST OF DELAWARE, as Delaware Trustee and THE BANK OFNEW YORK MELLON, as Owner Trustee AMENDED ANDRESTATED TRUST AGREEMENT Dated... (Filed With SEC on March 18, 2011)

CARMAX AUTO OWNER TRUST 2011-1, as Issuer, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Indenture Trustee INDENTURE Dated as of March 1, 2011 $128,000,0000.33394% Class A-1... (Filed With SEC on March 18, 2011)

CARMAX AUTO OWNER TRUST 2011-1, as Issuer, CARMAX AUTO FUNDING LLC, as Depositor, CARMAX BUSINESS SERVICES, LLC, as Servicer and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Backup... (Filed With SEC on March 18, 2011)

CARMAX AUTO OWNER TRUST 2011-1, as Issuer, CARMAX BUSINESS SERVICES, LLC, as Administrator, and WELLS FARGOBANK, NATIONAL ASSOCIATION, as Indenture Trustee ADMINISTRATION... (Filed With SEC on March 18, 2011)

CARMAX BUSINESS SERVICES, LLC, as Seller, and CARMAX AUTO FUNDING LLC, as Purchaser RECEIVABLESPURCHASE AGREEMENT Dated as of March 1, 2011 TABLE OF CONTENTS (Filed With SEC on March 18, 2011)

$650,000,000 CARMAX AUTO OWNER TRUST 2011-1 $128,000,000 0.33394% Class A-1 Asset Backed Notes $147,000,000 0.72% Class A-2Asset Backed Notes $225,000,000 1.29% Class A-3 Asset... (Filed With SEC on March 10, 2011)

CARMAX AUTO FUNDING LLC, as Depositor, BNY MELLON TRUST OF DELAWARE, as Delaware Trustee and THE BANK OFNEW YORK MELLON, as Owner Trustee AMENDED ANDRESTATED TRUST AGREEMENT Dated... (Filed With SEC on November 12, 2010)

CARMAX AUTO OWNER TRUST 2010-3, as Issuer, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Indenture Trustee INDENTURE Dated as of November 1, 2010 $130,000,0000.31315% Class A-1... (Filed With SEC on November 12, 2010)

CARMAX AUTO OWNER TRUST 2010-3, as Issuer, CARMAX AUTO FUNDING LLC, as Depositor, CARMAX BUSINESS SERVICES, LLC, as Servicer and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Backup... (Filed With SEC on November 12, 2010)

CARMAX AUTO OWNER TRUST 2010-3, as Issuer, CARMAX BUSINESS SERVICES, LLC, as Administrator, and WELLS FARGOBANK, NATIONAL ASSOCIATION, as Indenture Trustee ADMINISTRATION... (Filed With SEC on November 12, 2010)

CARMAX BUSINESS SERVICES, LLC, as Seller, and CARMAX AUTO FUNDING LLC, as Purchaser RECEIVABLESPURCHASE AGREEMENT Dated as of November 1, 2010 TABLE OF CONTENTS (Filed With SEC on November 12, 2010)

$650,000,000 CARMAX AUTO OWNER TRUST 2010-3 $130,000,000 0.31315% Class A-1 Asset Backed Notes $202,000,000 0.75% Class A-2 Asset Backed Notes $167,000,000 0.99% Class A-3... (Filed With SEC on November 4, 2010)

CARMAX AUTO FUNDING LLC, as Depositor, BNY MELLON TRUST OF DELAWARE, as Delaware Trustee and THE BANK OFNEW YORK MELLON, as Owner Trustee AMENDED ANDRESTATED TRUST AGREEMENT Dated... (Filed With SEC on July 9, 2010)

CARMAX AUTO OWNER TRUST 2010-2, as Issuer, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Indenture Trustee INDENTURE Dated as of July 1, 2010 $147,000,0000.62718% Class A-1... (Filed With SEC on July 9, 2010)

CARMAX AUTO OWNER TRUST 2010-2, as Issuer, CARMAX AUTO FUNDING LLC, as Depositor, CARMAX BUSINESS SERVICES, LLC, as Servicer and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Backup... (Filed With SEC on July 9, 2010)

CARMAX AUTO OWNER TRUST 2010-2, as Issuer, CARMAX BUSINESS SERVICES, LLC, as Administrator, and WELLS FARGOBANK, NATIONAL ASSOCIATION, as Indenture Trustee ADMINISTRATION... (Filed With SEC on July 9, 2010)

CARMAX BUSINESS SERVICES, LLC, as Seller, and CARMAX AUTO FUNDING LLC, as Purchaser RECEIVABLESPURCHASE AGREEMENT Dated as of July 1, 2010 TABLE OF CONTENTS (Filed With SEC on July 9, 2010)

$650,000,000 CARMAX AUTO OWNER TRUST 2010-2 $147,000,000 0.62718% Class A-1 Asset Backed Notes $120,000,000 0.92% Class A-2 Asset Backed Notes $249,000,000 1.41% Class A-3 Asset... (Filed With SEC on July 2, 2010)

CARMAX AUTO FUNDING LLC, as Depositor, BNY MELLON TRUST OF DELAWARE, (Filed With SEC on February 22, 2010)

as Issuer, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Indenture Trustee (Filed With SEC on February 22, 2010)

as Issuer, CARMAX AUTO FUNDING LLC, (Filed With SEC on February 22, 2010)

as Issuer, CARMAX BUSINESS SERVICES, LLC, (Filed With SEC on February 22, 2010)

as Seller, and CARMAX AUTO FUNDING LLC, as Purchaser (Filed With SEC on February 22, 2010)

$470,000,000 CARMAX AUTO OWNER TRUST 2010-1 (Filed With SEC on February 11, 2010)

CARMAX AUTO FUNDING LLC, as Depositor, BNY MELLON TRUST OF DELAWARE, (Filed With SEC on November 12, 2009)

as Issuer, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Indenture Trustee (Filed With SEC on November 12, 2009)

as Issuer, CARMAX AUTO FUNDING LLC, (Filed With SEC on November 12, 2009)

as Issuer, CARMAX BUSINESS SERVICES, LLC, (Filed With SEC on November 12, 2009)

as Seller, and CARMAX AUTO FUNDING LLC, as Purchaser (Filed With SEC on November 12, 2009)

$591,000,000 CARMAX AUTO OWNER TRUST 2009-2 $111,000,000 0.27853% Class A-1 Asset Backed Notes $149,000,000 0.93% Class A-2 Asset Backed Notes $190,000,000 1.74% Class A-3 Asset... (Filed With SEC on November 3, 2009)

CARMAX AUTO FUNDING LLC, (Filed With SEC on April 15, 2009)

CARMAX AUTO OWNER TRUST 2009-1, as Issuer, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Indenture Trustee (Filed With SEC on April 15, 2009)

CARMAX AUTO OWNER TRUST 2009-1, (Filed With SEC on April 15, 2009)

CARMAX AUTO OWNER TRUST 2009-1, as Issuer, CARMAX BUSINESS SERVICES, LLC, (Filed With SEC on April 15, 2009)

CARMAX BUSINESS SERVICES, LLC, (Filed With SEC on April 15, 2009)

$840,000,000 CARMAX AUTO OWNER TRUST 2009-1 (Filed With SEC on April 8, 2009)

CARMAX AUTO FUNDING LLC, (Filed With SEC on July 7, 2008)

CARMAX AUTO OWNER TRUST 2008-2, as Issuer, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Indenture Trustee (Filed With SEC on July 7, 2008)

CARMAX AUTO OWNER TRUST 2008-2, (Filed With SEC on July 7, 2008)

CARMAX AUTO OWNER TRUST 2008-2, as Issuer, CARMAX BUSINESS SERVICES, LLC, (Filed With SEC on July 7, 2008)

CARMAX BUSINESS SERVICES, LLC, (Filed With SEC on July 7, 2008)

International Swap Dealers Association, Inc. MASTER AGREEMENT dated as of July 3, 2008 (Filed With SEC on July 7, 2008)

SCHEDULE to the MASTER AGREEMENT dated as of July 3, 2008 between (Filed With SEC on July 7, 2008)

Elections and Variables to the 1994 ISDA Credit Support Annex To the Schedule to the ISDA Master Agreement dated as of July 3, 2008 between Party A and Party B dated as of (Filed With SEC on July 7, 2008)

Wachovia: 2610853 2 / 4 (Filed With SEC on July 7, 2008)

Wachovia: 2610857 2 / 4 (Filed With SEC on July 7, 2008)

Wachovia: 2610861 2 / 4 (Filed With SEC on July 7, 2008)

$473,800,000 CARMAX AUTO OWNER TRUST 2008-2 $110,000,000 2.92225% Class A-1 Asset Backed Notes $137,000,000 4.06% Class A-2a Asset Backed Notes $50,000,000 LIBOR + 0.90% Class... (Filed With SEC on July 1, 2008)

CARMAX AUTO FUNDING LLC, (Filed With SEC on January 24, 2008)

CARMAX AUTO OWNER TRUST 2008-1, as Issuer, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Indenture Trustee (Filed With SEC on January 24, 2008)

CARMAX AUTO OWNER TRUST 2008-1, (Filed With SEC on January 24, 2008)

CARMAX BUSINESS SERVICES, LLC, (Filed With SEC on January 24, 2008)

ISDA® (Filed With SEC on January 24, 2008)

SCHEDULE to the MASTER AGREEMENT dated as of January 22, 2008 between BANK OF AMERICA, N.A. (Party A) and CARMAX AUTO OWNER TRUST 2008-1, a Delaware statutory trust (Party B) (Filed With SEC on January 24, 2008)

Elections and Variables to the 1994 ISDA Credit Support Annex To the Schedule to the ISDA Master Agreement dated as of January 22, 2008 between Party A and Party B dated as of (Filed With SEC on January 24, 2008)

$479,000,000 CARMAX AUTO OWNER TRUST 2008-1 $86,000,000 4.45395% Class A-1 Asset Backed Notes $198,000,000 LIBOR + 0.70% Class A-2 Asset Backed Notes $100,000,000 4.31% Class A-3... (Filed With SEC on January 14, 2008)

CARMAX AUTO FUNDING LLC, (Filed With SEC on September 20, 2007)

CARMAX AUTO OWNER TRUST 2007-3, as Issuer, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Indenture Trustee (Filed With SEC on September 20, 2007)

CARMAX AUTO OWNER TRUST 2007-3, (Filed With SEC on September 20, 2007)

CARMAX BUSINESS SERVICES, LLC, (Filed With SEC on September 20, 2007)

International Swap Dealers Association, Inc. MASTER AGREEMENT dated as of September 19, 2007 (Filed With SEC on September 20, 2007)

SCHEDULE to the MASTER AGREEMENT dated as of September 19, 2007 between (Filed With SEC on September 20, 2007)

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 (Filed With SEC on September 20, 2007)

$500,000,000 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 AssetBacked Notes $73,000,000 LIBOR + 0.30% Class A-2b... (Filed With SEC on September 10, 2007)

CARMAX AUTO FUNDING LLC, (Filed With SEC on June 6, 2007)

CARMAX AUTO OWNER TRUST 2007-2, as Issuer, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Indenture Trustee (Filed With SEC on June 6, 2007)

CARMAX AUTO OWNER TRUST 2007-2, (Filed With SEC on June 6, 2007)

CARMAX AUTO OWNER TRUST 2007-2, as Issuer, CARMAX BUSINESS SERVICES, LLC, (Filed With SEC on June 6, 2007)

CARMAX BUSINESS SERVICES, LLC, (Filed With SEC on June 6, 2007)

$760,000,000 CARMAX AUTO OWNER TRUST 2007-2 $146,000,000 5.32814% Class A-1 Asset Backed Notes $180,000,000 5.32% Class A-2 AssetBacked Notes $276,000,000 5.23% Class A-3 Asset... (Filed With SEC on May 24, 2007)

CARMAX AUTO FUNDING LLC, (Filed With SEC on February 2, 2007)

CARMAX AUTO OWNER TRUST 2007-1, as Issuer, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Indenture Trustee (Filed With SEC on February 2, 2007)

CARMAX AUTO OWNER TRUST 2007-1, (Filed With SEC on February 2, 2007)

CARMAX BUSINESS SERVICES, LLC, (Filed With SEC on February 2, 2007)

$609,547,000 CARMAX AUTO OWNER TRUST 2007-1 $117,000,000 5.31120% Class A-1 Asset Backed Notes $200,000,000 5.30% Class A-2 Asset Backed Notes $160,000,000 5.24% Class A-3 Asset... (Filed With SEC on January 24, 2007)

CARMAX AUTO FUNDING LLC, as Depositor, THE BANK OF NEWYORK (DELAWARE), as Delaware Trustee and THE BANK OF NEW YORK, as Owner Trustee AMENDED AND RESTATED TRUST AGREEMENT Dated as... (Filed With SEC on September 15, 2006)

CARMAX AUTO OWNER TRUST 2006-2, as Issuer, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Indenture Trustee (Filed With SEC on September 15, 2006)

CARMAX AUTO OWNER TRUST2006-2, as Issuer, CARMAX AUTOFUNDING LLC, as Depositor, and CARMAX BUSINESS SERVICES, LLC, as Servicer SALE AND SERVICING AGREEMENT Dated as of September... (Filed With SEC on September 15, 2006)

CARMAX AUTO OWNER TRUST2006-2, as Issuer, CARMAXBUSINESS SERVICES, LLC, as Administrator, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Indenture Trustee ADMINISTRATION AGREEMENT... (Filed With SEC on September 15, 2006)

CARMAX BUSINESS SERVICES,LLC, as Seller, and CARMAX AUTO FUNDING LLC, asPurchaser RECEIVABLES PURCHASE AGREEMENT Dated as of September 1, 2006 (Filed With SEC on September 15, 2006)

$650,000,000 CARMAX AUTO OWNER TRUST 2006-2 $118,000,000 5.36128% Class A-1 Asset Backed Notes $195,000,000 5.29% Class A-2 Asset Backed Notes $206,000,000 5.15% Class A-3 Asset... (Filed With SEC on September 8, 2006)

CARMAX AUTO FUNDING LLC, as Depositor, THE BANK OF NEW YORK (DELAWARE), as Delaware Trustee (Filed With SEC on June 2, 2006)

CARMAX AUTO OWNER TRUST 2006-1, as Issuer, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Indenture Trustee INDENTURE Dated as of May 1, 2006 (Filed With SEC on June 2, 2006)

CARMAX AUTO OWNER TRUST 2006-1, as Issuer, CARMAX AUTO FUNDING LLC, as Depositor, (Filed With SEC on June 2, 2006)

CARMAX AUTO OWNER TRUST 2006-1, as Issuer, CARMAX BUSINESS SERVICES, LLC, as Administrator, (Filed With SEC on June 2, 2006)

CARMAX BUSINESS SERVICES, LLC, as Seller, and CARMAX AUTO FUNDING LLC, as Purchaser RECEIVABLES PURCHASE AGREEMENT Dated as of May 1, 2006 (Filed With SEC on June 2, 2006)

$615,000,000 CARMAX AUTO OWNER TRUST 2006-1 $127,000,000 5.18000% Class A-1 Asset Backed Notes $171,000,000 5.35% ClassA-2 Asset Backed Notes $198,000,000 5.33% Class A-3 Asset... (Filed With SEC on May 26, 2006)

$450,000,000 CARMAX AUTO OWNER TRUST 2005-3 (Filed With SEC on December 16, 2005)

CARMAX AUTO FUNDING LLC, as Depositor, THE BANK OF NEW YORK (DELAWARE), as Delaware Trustee (Filed With SEC on December 16, 2005)

as Issuer, and (Filed With SEC on December 16, 2005)

CARMAX AUTO OWNER TRUST 2005-3, as Issuer, CARMAX AUTO FUNDINGLLC, as Depositor, (Filed With SEC on December 16, 2005)

CARMAX AUTO OWNER TRUST 2005-3, as Issuer, CARMAX BUSINESSSERVICES, LLC, as Administrator, (Filed With SEC on December 16, 2005)

CARMAX BUSINESS SERVICES, LLC, as Seller, and (Filed With SEC on December 16, 2005)

$525,000,000 (Filed With SEC on September 19, 2005)

as Depositor, THE BANK OF NEW YORK (DELAWARE), (Filed With SEC on September 19, 2005)

CARMAX AUTO OWNER TRUST 2005-2, as Issuer, (Filed With SEC on September 19, 2005)

CARMAX AUTO OWNER TRUST 2005-2, as Issuer, CARMAX AUTO FUNDINGLLC, as Depositor, (Filed With SEC on September 19, 2005)

as Issuer, CARMAX BUSINESS SERVICES, LLC, (Filed With SEC on September 19, 2005)

CARMAX BUSINESS SERVICES, LLC, as Seller, and (Filed With SEC on September 19, 2005)

$617,000,000 CARMAX AUTO OWNER TRUST 2005-1 (Filed With SEC on April 18, 2005)

CARMAX AUTO FUNDING LLC, as Depositor, THE BANK OF NEW YORK (DELAWARE), as Delaware Trustee (Filed With SEC on April 18, 2005)

CARMAX AUTO OWNER TRUST 2005-1, (Filed With SEC on April 18, 2005)

CARMAX AUTO OWNER TRUST 2005-1, as Issuer, CARMAX BUSINESSSERVICES, LLC, as Administrator, (Filed With SEC on April 18, 2005)

CARMAX BUSINESS SERVICES, LLC, as Seller, and (Filed With SEC on April 18, 2005)

$550,000,000 (Filed With SEC on October 8, 2004)

CARMAX AUTO FUNDING LLC, as Depositor, THE BANK OF NEW YORK (DELAWARE), as Delaware Trustee (Filed With SEC on October 8, 2004)

as Issuer, and (Filed With SEC on October 8, 2004)

CARMAX AUTO OWNER TRUST 2004-2, as Issuer, CARMAX AUTO FUNDINGLLC, as Depositor, (Filed With SEC on October 8, 2004)

CARMAX AUTO OWNER TRUST 2004-2, as Issuer, CARMAX AUTOSUPERSTORES, INC., as Administrator, (Filed With SEC on October 8, 2004)

CARMAX AUTO SUPERSTORES, INC., as Seller, and (Filed With SEC on October 8, 2004)

$600,000,000 (Filed With SEC on May 13, 2004)

CARMAX AUTO FUNDING LLC, as Depositor, THE BANK OF NEW YORK (DELAWARE), as Delaware Trustee (Filed With SEC on May 13, 2004)

as Issuer, and (Filed With SEC on May 13, 2004)

CARMAX AUTO OWNER TRUST 2004-1, as Issuer, CARMAX AUTO FUNDINGLLC, as Depositor, (Filed With SEC on May 13, 2004)

CARMAX AUTO OWNER TRUST 2004-1, as Issuer, CARMAX AUTOSUPERSTORES, INC., as Administrator, (Filed With SEC on May 13, 2004)

CARMAX AUTO SUPERSTORES, INC., as Seller, and (Filed With SEC on May 13, 2004)

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