Final Scheduled
Distribution Date

Class A-1 Asset-backed Notes

Class A-2a Asset-backed Notes

Class A-2b Asset-backed Notes

Class A-3 Asset-backed Notes

Class A-4 Asset-backed Notes

Class B Asset-backed Notes

Class C Asset-backed Notes

Class D Asset-backed Notes

(1)   If the sum of LIBOR (or replacement benchmark) plus the applicable spread is less than 0.00% for any interest period, then the interest rate for the floating rate tranche for such interest period will be deemed to be zero. For a description of how interest will be calculated for the floating rate tranche of notes and the circumstances under which the benchmark may change, see “Description of the Notes—Payments of Interest” in this prospectus.

CarMax Business Services, LLC

Sponsor and Servicer
(Central Key Index Number: 0001601902)

CarMax Auto Funding LLC

Depositor and Seller
(Central Key Index Number: 0001259380)

Class A-1 Asset-backed Notes

Class A-2a Asset-backed Notes

Class A-2b Asset-backed Notes

Class A-3 Asset-backed Notes

Class A-4 Asset-backed Notes

Class B Asset-backed Notes

Class C Asset-backed Notes

Class D Asset-backed Notes

Total

The net proceeds to the depositor exclude expenses, estimated at $800,000.

Reading This Prospectus

Where You Can Find Additional Information

Incorporation of Certain Documents by Reference

Copies of the Documents

Forward-Looking Statements

Transaction Overview

Summary of the Notes and the Transaction Structure

Summary of Risk Factors

Risk Factors

The Transaction Parties

The Sponsor

The Depositor and Seller

The Issuing Entity

The Servicer

The Owner Trustee

The Indenture Trustee

The Asset Representations Reviewer

The CarMax Business

The CarMax Retail Business

CarMax Auto Finance

Underwriting Procedures

Additional Underwriting Programs

Servicing and Collection Procedures

General

Physical Damage Insurance

GAP Waiver Agreements

Historical Performance

Delinquency, Credit Loss and Recovery Information

Static Pool Information About Previous Securitizations

Repurchases of Receivables in Prior Securitized Pools

The Receivables

General

Criteria Applicable to Selection of Receivables

Characteristics of the Receivables

Asset-level Data Regarding the Receivables

Seller Review of the Pool of Receivables

Pool Underwriting

Maturity and Prepayment Considerations

General

Hypothetical Decrement Tables and Weighted Average Lives of the Notes

Description of the Notes

General

Payments of Interest

Payments of Principal

Credit Enhancement

Optional Purchase of the Receivables and Redemption of the Notes

Controlling Class

Note Registration

Bankruptcy Limitation

Application of Available Funds

Sources of Available Funds

Priority of Distributions (Pre-Acceleration)

Application of Funds

Priority of Distributions (Post-Acceleration)

Application of Funds

Transaction Fees and Expenses

Monthly Investor Reports

Pool Factors

Contents of Monthly Investor Reports

Investor Communications

Principal Documents

The Trust Agreement

General

Amendment

Termination

The Receivables Purchase Agreement

Sale and Assignment of Receivables

Representations and Warranties Regarding the Receivables

Repurchase of Receivables

Termination

The Sale and Servicing Agreement

Sale and Assignment of Receivables

Representations and Warranties Regarding the Receivables

Repurchase of Receivables

Dispute Resolution Procedures

Servicing the Receivables

Extensions and Modifications

Accounts

Collections

Advances

Servicing Compensation and Expenses

Distributions

Optional Purchase of Receivables

Annual Compliance

Certain Matters Regarding the Servicer

Events of Servicing Termination

Rights Upon Event of Servicing Termination

Waiver of Past Events of Servicing Termination

Amendment

Termination

The Indenture

General

Duties of the Indenture Trustee

Rights Upon Event of Default

Waiver of Past Defaults

Covenants

List of Noteholders and Noteholder Communication

Annual Compliance Statement

Indenture Trustee’s Annual Report

Replacement of Indenture Trustee

Modification of Indenture

Satisfaction and Discharge of Indenture

The Asset Representations Review Agreement

General

Delinquency Trigger

Voting

The Asset Representations Review

Resignation and Removal

The Administration Agreement

Material Legal Issues Relating to the Receivables

Security Interests in the Receivables

Security Interests in the Financed Vehicles

Enforcement of Security Interests in Financed Vehicles

Certain Bankruptcy Considerations

The Dodd-Frank Act

Consumer Protection Laws

Other Matters

Material Federal Income Tax Consequences

Tax Characterization of the Trust

Tax Consequences to Holders of the Notes

Certain State Tax Consequences

Material Considerations for ERISA and Other U.S. Employee Benefit Plan Investors

Underwriting

Use of Proceeds

Credit Risk Retention

General

Retained Eligible Horizontal Residual Interest

Affiliations and Certain Relationships and Related Transactions

Ratings of the Notes

Legal Proceedings

Shelf Compliance Statement

Legal Opinions

Glossary of Terms

Annex I—Static Pool Information

you received this prospectus; and

you request such copies from CarMax Auto Funding LLC, 12800 Tuckahoe Creek Parkway, Suite 400, Richmond, Virginia 23238; telephone: (804) 935-4512.

The trust agreement will create the trust as a Delaware statutory trust, establish the terms of the certificates, provide for the issuance of the certificates to the depositor, direct how payments are to be made on the certificates, establish the rights of the certificateholders and establish the rights and duties of the owner trustee.

The receivables purchase agreement will transfer the receivables from the sponsor to the depositor, contain representations and warranties of the sponsor concerning the receivables and require the sponsor to repurchase receivables as to which certain representations and warranties are breached.

The sale and servicing agreement will transfer the receivables from the depositor to the trust, contain representations and warranties of the depositor concerning the receivables, require the depositor to repurchase receivables as to which certain representations and warranties are breached, appoint the servicer, establish the rights and duties of the servicer, require the servicer to purchase receivables as to which certain servicing covenants are breached and provide for compensation of the servicer.

The underwriting agreement will provide for the sale of the notes by the depositor to the underwriters and the offer of the notes by the underwriters to investors.

The indenture will provide for the pledge of the receivables by the trust to the indenture trustee on behalf of the noteholders, establish the terms of the notes, provide for the issuance of the notes to the depositor, direct how payments are to be made on the notes, establish the rights of the noteholders and establish the rights and duties of the indenture trustee.

If the delinquency trigger and voting requirements described under “The Asset Representations Review Agreement” are met, the asset representations review agreement will provide for the review by the asset representations reviewer of all delinquent receivables that are 60 days or more delinquent to determine if certain representations and warranties were satisfied as of the closing date (or such other date as indicated in the related representations and warranties).

The outbreak of COVID-19 may result in delays in payment or losses on your notes. The potential severity of conditions caused by the COVID-19 outbreak could have a significant negative impact on all aspects of CarMax’s business. The extent to which the COVID-19 outbreak ultimately impacts CarMax’s business, sales, servicing operations, results of operations and financial condition will depend on future developments, which are highly uncertain and cannot be predicted. Furthermore, it is unclear how many obligors have been and will continue to be adversely affected by the outbreak. Because of the unprecedented nature of the COVID-19 pandemic and the related adverse economic impacts, historical loss experience set forth in this prospectus under “Historical Performance—Delinquency, Credit Loss and Recovery Information” and “—Static Pool Information About Previous Securitizations” is unlikely to accurately predict the performance of the receivables in the receivables pool.

If states with significant concentrations of obligors experience adverse economic changes (including economic disruptions and hardships caused by the effects of COVID-19), civil unrest or extreme weather or other natural events, obligors in those states may be unable or unwilling to make timely payments on their receivables and you may experience payment delays or losses on your notes.

The servicer’s discretion over the servicing of the receivables may impact the amount and timing of funds available to make payments on the note.

If another person acquires an interest in a receivable that is superior to the trust’s interest, some or all of the collections on that receivable may not be available to make payment on your notes.

If another person acquires an interest in a vehicle financed by a receivable that is superior to the trust’s security interest in the vehicle, some or all of the proceeds from the sale of the vehicle may not be available to make payments on the notes.

Only the assets of the trust are available to pay your notes, so you must rely solely on the assets of the trust for repayment of your notes. If these assets are insufficient, you may suffer losses on your notes.

If the receivables are sold following an indenture event of default, the proceeds from the sale of the receivables may not be sufficient to pay the full principal amount of your note and you may experience losses with respect to your notes.

You may receive payment of principal on your notes earlier than you expected and you may not be able to reinvest the principal repaid to you at a rate of return that is equal to or greater than the rate of return on your notes.

The notes with a lower alphabetical designation are subordinated with respect to interest and principal payments to the notes with a higher alphabetical designation. In addition, the class A notes with a higher numerical designation are generally subordinated with respect to principal payments to the class A notes with a lower numerical designation.

The failure to pay interest when due on the outstanding subordinated class or classes of notes will not be an event of default. The failure to pay principal of a note generally will not result in an event of default until the applicable final scheduled distribution date or redemption date for the related class of notes. Only the holders of the outstanding controlling class will have rights to direct remedies under the indenture and the ability to waive events of servicing termination or to terminate the servicer.

Lack of liquidity in the secondary market may adversely affect your notes.

The ratings of the notes may be withdrawn or lowered, or the notes may receive unsolicited ratings, which may adversely affect your notes.

The targeted amount of overcollateralization may not be reached or maintained.

The amount on deposit in the reserve account may not be sufficient to assure payment of your notes. If the receivables experience higher losses than were projected, the amount on deposit in the reserve account may not be sufficient to cover such losses.

The trust will issue floating rate class A-2b notes, but the trust will not enter into any interest rate swaps and you may suffer losses on your notes if interest rates rise.

The planned discontinuance of LIBOR and change to a benchmark replacement for the class A-2b notes could adversely affect the market value of the class A-2b notes or the holders of the floating rating notes and/or limit your ability to resell the class A-2b notes. Moreover, the administrator acting on behalf of the trust will have discretion in certain elements of the benchmark replacement process, including determining if a benchmark transition event and its related benchmark replacement date has occurred, determining which benchmark replacement is available and, if the term SOFR or compounded SOFR is not available, selecting a benchmark replacement, determining the benchmark replacement adjustment and making benchmark replacement conforming changes. The noteholders will not have any right to approve or disapprove any of these changes and will be deemed to have agreed to waive and release any and all claims relating to any such determinations.

If LIBOR (or the replacement benchmark) decreases below 0.00% for any interest period, the interest rate for that period, including the spread, will be reduced by the amount the benchmark is negative, but not below 0.00%.

If CarMax Business Services, LLC were to resign or be terminated as servicer, the processing of payments on the receivables and information relating to collections could be delayed and the collection rate on the receivables could decline, which could delay payments on your notes. A failure or interruption of the servicer’s information systems, including in connection with any consolidation of or change in servicing operations, could have an adverse effect on your notes.

Following a bankruptcy of CarMax Business Services, a court could conclude that the receivables are owned by the sponsor instead of the issuing entity which could have an adverse effect on your notes.

You may suffer a loss on your notes if the servicer commingles collections on the receivables with its own funds and is unable to pay these amounts to the trust on the distribution date.

Economic developments may adversely affect the performance and market value of your notes.

Market factors, including used car values, supply and demand for vehicles, consumer demands, recalls and economic factors, may adversely affect values of the financed vehicles, which may adversely affect your notes.

Compliance with the implementing regulations under the Dodd-Frank Act or the oversight of the SEC, CFPB or other government entities may impose costs on, create operations constraints for, or place limits on pricing with respect to finance companies such as CarMax Business Services.

The failure to comply with consumer protection laws may give rise to liabilities on the part of CarMax Business Services and the trust.

None of the transaction parties will retain or commit to retain a 5% material net economic interest with respect to this transaction in accordance with the EU Securitization Regulation or the UK Securitization Regulation, or makes or intends to make any representation or agreement that it or any other party is undertaking or will undertake to take or refrain from taking any action to facilitate or enable compliance by EU Affected Investors with the EU Due Diligence Requirements, by UK Affected Investors with the UK Due Diligence Requirements, or by any person with the requirements of any other law or regulation now or hereafter in effect in the EU, any EEA member state or the UK, in relation to risk retention, due diligence and monitoring, credit granting standards or any other conditions with respect to investments in securitization transactions.

The global outbreak of COVID-19 led to severe disruptions in the financial markets and general economic activities, particularly retail operations, as businesses and federal, state, and local governments took increasingly broad actions to mitigate this public health crisis. CarMax experienced significant disruption to its business, both in terms of disruption of its operations and the adverse effect on overall economic conditions. In early April 2020, due to the mandates of public health officials and government agencies, approximately half of CarMax’s stores were closed or under limited operations. Limited operations means the stores could sell cars but were limited to appointment-only, curbside pickup, home delivery or some combination of all three. As of the end of May 2021, all of CarMax’s stores were open, but CarMax still had approximately 15% of its stores running under occupancy restrictions or limited operations. While CarMax has seen its sales improve as stores reopen, occupancy restrictions start to ease and customers begin to re-engage in car buying, there is no guarantee that these conditions will stabilize or continue to improve.

The potential severity of conditions caused by the COVID-19 outbreak could have a significant negative impact on all aspects of CarMax’s business, including used vehicle sales operations, wholesale vehicle auctions, used vehicle financing, extended protection plan sales, inventory acquisition, and retail service. CarMax’s business is also dependent on the continued health and productivity of its associates, including store, regional and corporate management teams, throughout this crisis. Individually and collectively, the consequences of the COVID-19 outbreak could have a material adverse effect on CarMax’s business, sales, results of operations and financial condition.

Additionally, changes in the availability or cost of the long-term financing necessary to support the origination of auto loan receivables through CarMax Auto Finance could adversely affect sales and results of operations. CarMax uses a securitization program to fund the majority of the auto loan receivables originated by CarMax Auto Finance. Changes in the condition of the asset-backed securitization market could lead to higher costs to access funds or require CarMax or CarMax Auto Finance to seek alternative means to finance CarMax Auto Finance’s loan originations. In the event that the securitization market ceased to exist and there were no immediate alternative funding sources available, CarMax Auto Finance might be forced to curtail its lending practices for some period of time. The impact of significantly reducing or curtailing CarMax Auto Finance’s loan originations could have a material adverse effect on the business, sales, results of operations and financial condition of CarMax and CarMax Auto Finance.

The extent to which the COVID-19 outbreak ultimately impacts CarMax’s business, sales, servicing operations, results of operations and financial condition will depend on future developments, which are highly uncertain and cannot be predicted, including, but not limited to, the duration and spread of the outbreak, its severity, the actions to contain the virus or treat its impact, and how quickly and to what extent normal economic and operating conditions can resume. Even after the COVID-19 outbreak has subsided, CarMax may experience significant impacts to its business as a result of the COVID-19 outbreak’s global economic impact, including any economic downturn or recession that has occurred or may occur in the future. While

CarMax Business Services has generally sustained operations since the start of the outbreak, further economic disruptions and/or regulatory actions related to the COVID-19 outbreak could nevertheless diminish its ability, including in its capacity as servicer, or other transaction parties’ abilities, to perform their respective obligations under the transaction documents.

Financial regulatory bodies in the U.S. and in other countries implemented emergency measures in response to concerns surrounding the economic effects of the COVID-19 outbreak, and while the initial volatility in the financial markets following the outbreak have subsided, there can be no assurance that such volatility will not recur or that such measures will be successful in preventing the occurrence of a longer-term national or global economic downturn. For example, it is unclear how prolonged and severe the negative impact on the United States economy will be and, further, it is unclear how many obligors have been and will continue to be adversely affected by the outbreak and efforts by the federal government and state governments to slow the spread of COVID-19 throughout the nation. While the introduction of vaccines may ultimately lead to a reduction in the incidence of COVID-19, there is no assurance as to whether and when vaccines will be widely available and whether the outbreak and the related disruptions will be quickly and broadly alleviated.

Also, it is likely that there will be an increase in the number of obligors seeking protection under bankruptcy or debtor relief laws as a result of financial and economic disruptions related to the outbreak of COVID-19. As discussed under “—Economic developments may adversely affect the performance and market value of your notes,” these occurrences could have a negative impact on the ability of obligors to make timely payments on the receivables and may result in increased losses on the receivables. Further, certain governmental authorities, including federal, state or local governments, could enact, and in some cases already have enacted, laws, regulations, executive orders or other guidance that allow obligors to forgo making scheduled payments for some period of time, require modifications to the receivables (e.g., waiving accrued interest), or preclude creditors from exercising certain rights or taking certain actions with respect to collateral, including repossession or liquidation of the financed vehicles. Additionally, the COVID-19 outbreak has affected workforce deployment in various industries and businesses.

Adverse events with respect to the servicer or any of its affiliates could result in servicing disruptions or affect the performance or market value of your notes and your ability to sell your notes in the secondary market. For example, servicing disruptions could result from unanticipated events beyond the servicer’s control, such as natural disasters, public health emergencies (including COVID-19 or similar outbreaks), civil unrest and economic disruptions, particularly to the extent such events affected the servicer’s business or operations. If significant portions of the servicer’s workforce are unable to work effectively as a result of the COVID-19 pandemic, including because of illness, stay-at-home orders, facility closures or ineffective remote work arrangements, there may be servicing disruptions, which could result in reduced collection effectiveness. In addition, if any transaction party is unable to adequately perform their obligations under the transaction documents due to a remote working environment, this will likely adversely impact the performance of the receivables and the timing and amount of distributions on the notes. Further, certain third-parties that the servicer and sponsor rely on to deliver products and services to support their business may be unable to fully perform in a timely manner, which could adversely impact the servicer’s or sponsor’s ability to operate their respective businesses or perform their respective obligations under the

transaction documents, or could cause a disruption in collection activities with respect to the receivables owned by the trust.

Furthermore, it is unclear how many obligors have been and will continue to be adversely affected by the outbreak and whether related efforts by the federal, state and local governments will be effective in mitigating the spread of COVID-19 throughout the nation. As discussed under “Servicing and Collection Procedures,” “—The Sale and Servicing Agreement—Extensions and Modifications” and “The servicer’s discretion over the servicing of the receivables may impact the amount and timing of funds available to make payments on the notes” to the extent the current economic downturn results in increased delinquencies and defaults by obligors on the receivables due to financial hardship or otherwise, the servicer may implement a range of actions with respect to affected obligors and the related receivables to extend or modify the payment schedule consistent with the servicer’s customary servicing practices. Across the nation, servicers of motor vehicle receivables, including CarMax, experienced a greater demand for extensions related to the outbreak of COVID-19 and such extensions have been granted, including by CarMax Business Services. Although the frequency of requests for extensions and modifications has declined since the initial period of the outbreak, a worsening of the outbreak and a resurgence of widespread stay-at-home orders may occur at any time, which could again lead to a sharp increase in requests from obligors for extensions and modifications related to COVID-19 or general economic hardship. There is no guarantee that an extension or modification granted by the servicer will prevent a future default by an obligor. Further, following the start of the COVID-19 outbreak, the servicer temporarily suspended involuntary repossession activities nationwide. The servicer has since resumed involuntary repossession activity where permitted by local law, which includes almost all states in which obligors reside, but may elect (or be required) to again suspend such activity at any time in the future.

Because of the unprecedented nature of the COVID-19 pandemic and the related economic impacts, historical loss experience set forth in this prospectus under “Historical Performance—Delinquency, Credit Loss and Recovery Information” and “—Static Pool Information About Previous Securitizations” is unlikely to accurately predict the performance of the receivables in the receivables pool. All of the foregoing could have a negative impact on the performance of the receivables and, as a result, you may experience delays in payments or losses on your notes.

In addition, to the extent the COVID-19 pandemic adversely affects the United States economy (including the ability of obligors to make timely payments on the receivables), financial markets or the business or operations of the sponsor or the servicer, it may also have the effect of heightening many of the other risks described in this “Risk Factors” section, such as those related to the ability of obligors to make timely payments on the receivables, used vehicle values, the performance, market value, credit ratings and secondary market liquidity of your notes, and risks of geographic concentration of the obligors.

related electronic contract under the UCC) in good faith in the ordinary course of such person’s business without knowledge that such person’s interest violates the rights of the trust.

CarMax Auto and certain of its affiliates have contracted with third parties to maintain custody of retail installment sale contracts in electronic form through such third parties’ technology systems. As described above, the parties to this transaction rely on filing financing statements under the Uniform Commercial Code as the legal basis for perfection of their respective security interests in the retail installment sale contracts that constitute electronic chattel paper. Although the indenture trustee will not rely on “control” (within the meaning of the UCC) over the electronic retail installment sale contracts as the legal basis for the perfection of its security interest in the retail installment sale contracts that constitute electronic chattel paper, CarMax Business Services, LLC, as servicer, will agree to not communicate the “authoritative copy” (as such term is used in the UCC) of any retail installment sale contracts that constitute electronic chattel paper to any person other than the depositor, the trust or the indenture trustee. This is intended to preclude any other party from claiming a competing security interest in the retail installment sale contracts that constitute electronic chattel paper on the basis that their security interest is perfected by “control” (within the meaning of Section 9-105 of the UCC). However, another person could acquire an interest in an electronic contract that is superior to the trust’s and the indenture trustee’s interests if CarMax Business Services, LLC ceases to have “control” over the electronic contract that is maintained on behalf of CarMax Business Services, LLC by the third parties and another party purchases that electronic contract without knowledge that doing so violates CarMax Business Services, LLC’s rights in the electronic contract, or if CarMax Business Services, LLC transfers “control” over the electronic contract to a third-party. CarMax Business Services, LLC, as servicer, also could lose control over an electronic contract through fraud, forgery, negligence or error, or as a result of a computer virus or a failure of or weakness in the third parties’ technology systems, if a person other than CarMax Business Services, LLC, as servicer, is able to modify or duplicate the authoritative copy of the electronic contract.

If another person acquires an interest in a receivable that is superior to the trust’s interest, some or all of the collections on that receivable may not be available to make payment on your notes.

If another person acquires an interest in a vehicle financed by a receivable that is superior to the trust’s security interest in the vehicle, some or all of the proceeds from the sale of the vehicle may not be available to make payments on the notes.

The trust’s security interest in the financed vehicles could be impaired for one or more of the following reasons:

•   CarMax Business Services, LLC or CarMax Auto Funding LLC might fail to perfect its security interest in a financed vehicle;

•   another person may acquire an interest in a financed vehicle that is superior to the trust’s security interest through fraud, forgery, negligence or error because the certificates of title to the financed vehicles will not be amended to identify the trust as the new secured party;

•   the trust may not have a security interest in the financed vehicles in certain states because the certificates of title to the financed vehicles will not be amended to reflect assignment of the security interest to the trust;

•   holders of some types of liens, such as tax liens or mechanics’ liens, may have priority over the trust’s security interest; and

•   the trust may lose its security interest in vehicles confiscated by the government.

CarMax Auto Funding LLC may be obligated to repurchase from the trust any receivable as to which a perfected security interest in favor of CarMax Business Services, LLC in the related financed vehicle did not exist as of the date such receivable was transferred to the trust. The servicer may be obligated to repurchase a receivable if a perfected security interest in favor of CarMax Auto Funding LLC in the vehicle securing a receivable has not been perfected in the trust or if the security interest in a financed vehicle or the related receivable becomes impaired after the receivable is transferred to the trust. If the trust does not have a perfected security interest in a financed vehicle, its ability to realize on the vehicle following an event of a default of the related receivable may be adversely affected and some or all of the amounts received in respect of that vehicle may not be available to make payment on your notes.

If the notes have been accelerated following the occurrence of an event of default under the indenture, the indenture trustee may sell the receivables and prepay the notes. In certain circumstances, this may occur without the consent of all noteholders. If the proceeds from the sale of the receivables are insufficient to pay the full principal amount of your notes, you may experience losses with respect to your notes. If principal is repaid to you earlier than expected, you may not be able to reinvest the prepaid amount at a rate of return that is equal to or greater than the rate of return on your notes.

See “The Indenture—Events of Default” and “—Rights Upon Event of Default” and “Application of Available Funds—Priority of Distributions (Post-Acceleration)” in this prospectus for a further discussion of events of default and the rights of the noteholders following an event of default.

All receivables, by their terms, may be prepaid at any time. Prepayments include:

•   prepayments in whole or in part by the obligor;

•   liquidations due to default;

•   partial payments with proceeds from physical damage, theft, credit life and credit disability insurance policies;

•   required purchases of receivables by CarMax Business Services, LLC, as servicer or repurchases of receivables by CarMax Auto Funding LLC for specified breaches of their representations, warranties or covenants; and

•   an optional repurchase of the trust’s receivables by the servicer when the pool balance is 10% or less of the pool balance as of the cutoff date as described in this prospectus.

A variety of economic, social and other factors will influence the rate of optional prepayments on the receivables and defaults.

As a result of prepayments, the final payment of each class of notes is expected to occur prior to the related final scheduled distribution date specified in this prospectus. If sufficient funds are not available to pay any class of notes in full on its final scheduled distribution date, an event of default will occur and final payment of that class of notes may occur later than scheduled.

For more information regarding the timing of repayments of the notes, see “Maturity and Prepayment Considerations” in this prospectus.

The indenture provides that failure to pay interest when due on the outstanding subordinated class or classes of notes — for example, for so long as any of the class A notes are outstanding, the class B notes, class C notes and class D notes — will not be an event of default under the indenture.

The amount of principal required to be paid to investors prior to the applicable final scheduled distribution date set forth in this prospectus generally will be limited to amounts available for that purpose. Therefore, the failure to pay principal of a note generally will not result in an event of default under the indenture until the applicable final scheduled distribution date or redemption date for the related class of notes.

If an event of default under the indenture has occurred, the indenture trustee may, and at the direction of a specified percentage of the controlling class (which will be the class of outstanding notes with the highest alphabetical designation) will, take one or more of the actions specified in the indenture relating to the property of the trust. In addition, the holders of 51% or more of the controlling class have the right to waive events of servicing termination or to terminate the servicer. The interests of the controlling class may differ from the interests of the other classes of notes, and the holders of the controlling class will not be required to consider the effect of its actions on the holders of the other classes of notes.

Only the holders of the outstanding classes of notes with the highest alphabetical designation will have rights to direct remedies under the indenture and the ability to waive events of servicing termination or to terminate the servicer. The holders of the class B notes, class C notes and class D notes will not have any such rights or ability until each class of notes with a higher alphabetical designation has been paid in full.

See “The Sale and Servicing Agreement—Events of Servicing Termination,” “—Rights Upon Event of Servicing Termination” and “—Waiver of Past Events of Servicing Termination” in this prospectus for a further discussion of the rights of the noteholders with respect to events of servicing termination.

A security rating is not a recommendation to purchase, hold or sell securities inasmuch as a rating does not comment as to market price or suitability for a particular investor. The ratings assigned to the notes address the likelihood of the payment of principal and interest on the notes according to their terms but are solely the view of the assigning rating agency and are subject to any limitations that the assigning rating agency may impose. Similar ratings on different types of securities do not necessarily mean the same thing. To the extent the notes are rated by any rating agency, that rating agency may change or withdraw its rating of the notes if that rating agency believes that circumstances have changed, the performance of the receivables has deteriorated, there were errors in analysis or otherwise. Any subsequent change in or withdrawal of a rating will likely affect the price that a subsequent purchaser would be willing to pay for the notes and your ability to resell your notes.

The depositor expects that the notes will receive ratings from two nationally recognized statistical rating organizations hired by the sponsor to rate the notes. Ratings initially assigned to the notes will be paid for by the sponsor. The sponsor is not aware that any other NRSRO, other than the NRSROs hired by the sponsor to rate the notes, has assigned ratings to the notes. Securities and Exchange Commission rules state that the payment of fees by the sponsor, the trust or an underwriter to rating agencies to issue or maintain a credit rating on asset-backed securities is a conflict of interest for rating agencies. In the view of the Securities and Exchange Commission, this conflict is particularly acute because arrangers of asset-backed securities transactions provide repeat business to the rating agencies.

Under Securities and Exchange Commission rules aimed at enhancing transparency, objectivity and competition in the credit rating process, information provided by the sponsor or the underwriters to a hired NRSRO for the purpose of assigning or monitoring the ratings on the notes is required to be made available to each non-hired NRSRO in order to make it possible for non-hired NRSROs to assign unsolicited ratings to the notes. An unsolicited rating could be assigned at any time, including prior to the closing date. None of the depositor, the sponsor, the underwriters or any of their affiliates will have any obligation to inform you of any unsolicited ratings assigned to the notes, and these parties may be aware of unsolicited ratings assigned to the notes. Consequently, prospective investors should monitor whether an unsolicited rating of the notes has been assigned by a non-hired NRSRO and should consult with their financial and legal advisors regarding the impact of the assignment of an unsolicited rating to a class of notes. NRSROs, including the hired rating agencies, may have different methodologies, criteria, models and requirements. If any non-hired NRSRO assigns an unsolicited rating to the notes, there can be no assurance that the unsolicited rating will not be lower than the ratings provided by the hired rating agencies, which could adversely affect the market value of your notes and/or limit your ability to resell your notes. In addition, if the sponsor fails to make available to the non-hired NRSROs any information provided to any hired rating agency for the purpose of assigning or monitoring the ratings on the notes, a hired rating agency could withdraw its ratings on the notes, which could adversely affect the market value of your notes and/or limit your ability to resell your notes.

Furthermore, Congress or the Securities and Exchange Commission may determine that any NRSRO that assigns ratings to the notes no longer qualifies as a nationally recognized statistical rating organization for purposes of the federal securities laws and that determination may also have an adverse effect on the market price of the notes.

Prospective investors in the notes are urged to make their own evaluation of the creditworthiness of the receivables and the credit enhancement on the notes and not to rely solely on the ratings on the notes.

The amount of overcollateralization is expected to be maintained in an amount equal to the targeted amount of overcollateralization. There can be no assurance, however, that the targeted amount of overcollateralization will be maintained or that the receivables will generate sufficient collections to pay the notes in full.

See “Description of the Notes—Credit Enhancement—Overcollateralization” in this prospectus for a further discussion of overcollateralization.

losses than were projected in determining the amount required to be on deposit in the reserve account, the amount on deposit in the reserve account may not be sufficient to cover such losses. If payments on the receivables, including any amounts allocable to overcollateralization, and the amount on deposit in the reserve account are not sufficient on any distribution date to pay in full the monthly interest and certain distributions of principal due on that distribution date, you may experience payment delays with respect to your notes. If the amount of that insufficiency is not offset by excess collections on or in respect of the receivables on subsequent distribution dates, you may experience losses with respect to your notes.

See “Description of the Notes—Credit Enhancement—Reserve Account” in this prospectus for a further discussion of the reserve account.

likely timing and certain details of the LIBOR discontinuance, there is no assurance that LIBOR, of any particular currency and tenor, will continue to be published until any particular date or in any particular form.

The FCA and certain U.S. regulators have emphasized that, despite any continued publication of U.S. dollar LIBOR through June 30, 2023, no new contracts using U.S. dollar LIBOR should be entered into after December 31, 2021.

Many existing LIBOR contracts will transition to another benchmark after June 30, 2023 or, in some cases, after December 31, 2021, although those transition dates may occur earlier (including as a result of the particular contractual terms for a given contract).

Financial markets, particularly the trading market for LIBOR-based obligations, may be adversely affected by the discontinuation of LIBOR, the remaining uncertainties regarding its discontinuation, the alternative reference rates that will be used when LIBOR is discontinued (including SOFR, as described below) and other reforms related to LIBOR.

In addition, as described under “Description of the Notes — Payments of Interest,” one-month LIBOR will be replaced as the benchmark for the class A-2b notes following the occurrence of a benchmark transition event and its related benchmark replacement date. The benchmark transition events generally include the making of public statements or publication of information by the administrator of the benchmark, its regulatory supervisor or certain other governmental authorities that the benchmark will no longer be provided or is no longer representative of the underlying market or economic reality. In the administrator’s opinion, the FCA’s announcement and the related IBA’s announcement made on March 5, 2021 on future cessation and loss of representativeness of the LIBOR benchmarks constitute a “benchmark transition event” under the transaction documents. The related benchmark replacement date, however, has not yet occurred and so the class A-2b notes will accrue interest by reference to LIBOR until such benchmark replacement date.

calculated using actual rates during the interest accrual period, and may be even less representative of one-month LIBOR. Finally, if a benchmark replacement other than term SOFR is chosen because term SOFR is not initially available, term SOFR will become the benchmark replacement if it later becomes available, which could lead to further volatility in the interest rate on the class A-2b notes. In order to compensate for these differences in the benchmark, a benchmark replacement adjustment will be included in any benchmark replacement. However, we cannot provide any assurances that any benchmark replacement adjustment will be sufficient to produce the economic equivalent of the then-current benchmark, either at the benchmark replacement date or over the life of the class A-2b notes. As a result of each of the foregoing factors, we cannot provide any assurances that the characteristics of any benchmark replacement will be similar to the then-current benchmark that it is replacing, or that any benchmark replacement will produce the economic equivalent of the then-current benchmark that it is replacing.

It is intended that the replacement of the benchmark will not be a taxable event for noteholders of the class A-2b notes, although this result is not entirely clear. The United States Department of the Treasury recently released proposed regulations that generally provide that the replacement of a LIBOR-based rate of interest using an alternative method will not be treated as a deemed exchange or taxable event, provided that certain requirements are met, including a “fair market value” requirement. These regulations are proposed to apply to transactions taking place on or after the date the final regulations are published. However, generally, a taxpayer may currently rely on the proposed regulations provided that the taxpayer and any related parties apply the proposed regulations in a consistent manner. It is unclear whether these proposed regulations would apply to the class A-2b notes, and noteholders are encouraged to consult their own tax advisors with respect to a change in the benchmark rate for the class A-2b notes.

Finally, the administrator acting on behalf of the trust will have discretion in certain elements of the benchmark replacement process, including determining if a benchmark transition event and its related benchmark replacement date has occurred, determining which benchmark replacement is available and, if the term SOFR or compounded SOFR is not available, selecting a benchmark replacement, determining the benchmark replacement adjustment and making benchmark replacement conforming changes. The noteholders will not have any right to approve or disapprove of these changes and will be deemed to have agreed to waive and release any and all claims relating to any such determinations.

The servicing fee, which is calculated as a fixed percentage of the pool balance, declines each month as the pool balance declines. The cost of servicing each receivable, however, essentially remains fixed. If CarMax Business Services, LLC were to resign or be terminated as servicer and the servicing fee did not cover the cost of servicing the receivables or was otherwise insufficient, the indenture trustee might be unwilling to act as successor servicer or have difficulty finding a qualified successor servicer. The risk of an insufficient servicing fee is greatest toward the end of a securitization transaction when the related pool balance has declined significantly. The servicing fee payable to a successor servicer can only be increased with the consent of the holders of at least 51% of the aggregate principal amount of the controlling class.

CarMax Business Services, LLC may resign as servicer under certain limited circumstances and may be terminated as servicer if it defaults on its servicing obligations.

For more information about resignation or termination of the servicer, see “The Sale and Servicing Agreement—Certain Matters Regarding the Servicer” and “—Events of Servicing Termination” in this prospectus.

From time to time, the servicer may change, replace or update its servicing systems in order to improve operating efficiency, update technology and enhance customer services. In connection with any such changes, replacements or updates, the servicer may experience disruptions in servicing activities both during and following roll-out of the new servicing systems or platforms caused by, among other things, periods of system down-time and periods devoted to user training. These and other implementation-related difficulties may contribute to higher delinquencies. It is not possible to predict with any degree of certainty all of the potential adverse consequences that may be experienced, and there can also be no assurance that any such disruptions in servicing activities will not adversely affect the servicer’s ability to service the receivables, which could have an adverse effect on your notes.

The servicer is currently in the process of implementing a new core servicing system to replace its legacy core servicing system, which includes building a new enterprise integration platform that also accommodates downstream systems. Although the servicer will continue to apply scheduled payments and other amounts received from obligors in accordance with its customary servicing practices in effect from time to time, the calculations, rounding and number of decimal places used by the new system may be different as compared to the old system. Although the servicer does not expect any resulting differences to be material, the results of those calculations with respect to accrued interest and outstanding principal and fees owing under the receivables may be different under the new system.

In addition, the COVID-19 outbreak may have an adverse impact on our information technology systems, including telecommuting issues associated with certain associates working remotely or an increase in online transactions due to disruptions

If CarMax Business Services, LLC were to become the subject of a bankruptcy proceeding, you could experience losses or delays in payment on your notes. CarMax Business Services, LLC will sell the receivables to CarMax Auto Funding LLC, and CarMax Auto Funding LLC will sell the receivables to the trust. However, if CarMax Business Services, LLC is the subject of a bankruptcy proceeding, the court in the bankruptcy proceeding could conclude that the sale of the receivables by CarMax Business Services, LLC to CarMax Auto Funding LLC was not a true sale for bankruptcy purposes and that CarMax Business Services, LLC still owns the receivables. The court also could conclude that CarMax Business Services, LLC and CarMax Auto Funding LLC should be consolidated for bankruptcy purposes. If the court were to reach either of these conclusions, you could experience losses or delays in payments on your notes because:

•   the indenture trustee will not be able to exercise remedies against CarMax Business Services, LLC on your behalf without permission from the court;

•   the court may require the indenture trustee to accept property in exchange for the receivables that is of less value than the Receivables;

•   tax or other government liens on CarMax Business Services, LLC property that arose before the transfer of the receivables to the trust will be paid from the collections on the receivables before the collections are used to make payments on your notes; and

•   the indenture trustee may not have a perfected security interest in one or more of the vehicles securing the receivables or cash collections held by CarMax Business Services, LLC at the time that a bankruptcy proceeding begins.

CarMax Business Services, LLC and CarMax Auto Funding LLC have taken steps in structuring the transactions described in this prospectus to minimize the risk that a court would conclude that the sale of the receivables to CarMax Auto Funding LLC was not a “true sale” or that CarMax Business Services, LLC and CarMax Auto Funding LLC should be consolidated for bankruptcy purposes.

For more information regarding bankruptcy considerations, see “Material Legal Issues Relating to the Receivables—Certain Bankruptcy Considerations” in this prospectus.

The servicer will be permitted to hold collections it receives from obligors on the receivables and the purchase price of receivables required to be repurchased from the trust for up to two business days following receipt thereof, or upon satisfaction of certain events (including satisfaction of the rating agency condition), until the day prior to the date on which the related distributions are made on the notes. During this time, the servicer may invest those amounts at its own risk and for its own benefit and need not segregate them from its own funds. If the servicer is unable to pay these amounts to the trust on the distribution date, you might incur a loss on your notes.

For more information about the servicer’s obligations regarding payments on the receivables, see “The Sale and Servicing Agreement—Collections” in this prospectus.

A deterioration in economic conditions and certain economic factors, such as reduced business activity, high unemployment, interest rates, housing prices, energy prices (including the price of gasoline), increased consumer indebtedness (including of obligors on the receivables), lack of available credit, the rate of inflation and consumer perceptions of the economy, as well as other factors, such as terrorist events, civil unrest, public health emergencies or extreme weather conditions, could adversely affect the ability and willingness of obligors to meet their payment obligations under the receivables. The trust’s ability to make payments on the notes could be adversely affected if obligors were unable to make timely payments or if the servicer elected to, or was required to, implement forbearance programs in connection with obligors suffering a hardship (including hardships related to the outbreak of COVID-19). As a result, you may experience payment delays and losses on your notes.

The United States economy experienced a recession following the start of the COVID-19 outbreak, and the ongoing economic impacts of the outbreak may adversely affect the performance of the receivables and the performance and market value of your notes. During an economic slowdown, elevated unemployment and a general reduction in the availability of credit, together with other economic factors, can lead to increased delinquency and default rates by obligors, as well as decreased consumer demand for automobiles and declining values of automobiles securing outstanding receivables. Motor vehicle finance companies, including the sponsor, experienced an increase in delinquencies and requests for extensions with respect to their motor vehicle retail installment sale contracts, during the early stages of the COVID-19 outbreak. Further, many motor vehicle finance companies, including the sponsor, temporarily suspended involuntary repossession activity nationwide following the start of the COVID-19 outbreak. Although involuntary repossession activity, including by the sponsor, has since resumed, reductions in the repossession rate related to the COVID-19 outbreak will likely result in delays and may substantially decrease recoveries for non-performing motor vehicle retail installment sale contracts across the industry. Additionally, if a vehicle is repossessed and the used car auction market is not fully functioning, it is possible that the sale proceeds for such vehicle will be lower than expected, resulting in increased losses that may result in losses on your notes.

Further, periods of economic slowdown may also be accompanied by temporary or prolonged decreased consumer demand for light-duty trucks, SUVs or other vehicles and declining values of automobiles securing outstanding motor vehicle retail installment sale contracts, which weakens collateral coverage and increases the amount of a loss in the event of default by an obligor. Significant increases in the inventory of used automobiles during periods of economic slowdown or recession may also depress the prices at which repossessed automobiles may be sold or delay the timing of these sales. Vehicle sales and other activity in the consumer automotive market declined following the COVID-19 outbreak, and while the U.S. auto market has since recovered, vehicle sales could again be adversely affected by the COVID-19 outbreak and related regulatory measures and economic disruptions. The duration and severity of the COVID-19 outbreak and related economic consequences continue to be unknown and there is no guarantee that conditions will stabilize or continue to improve.

All of these factors could result in losses on your notes. If an economic downturn is experienced for a prolonged period of time, it is expected that delinquencies will increase and losses with respect to motor vehicle receivables could increase, which could result in losses on your notes. No prediction can be made as to the effect of an

economic downturn or economic growth or further economic decline on the rate of delinquencies, prepayments and/or losses on the receivables.

No prediction or assurance can be made as to the effect of economic developments on the rate of delinquencies, prepayments and/or losses on the receivables or the market value of your notes.

Historical loss and delinquency information set forth in this prospectus under “Historical Performance—Delinquency, Credit Loss and Recovery Information” and “—Static Pool Information About Previous Securitizations” was affected by several variables, including general economic conditions and market interest rates, that are likely to differ in the future, including as a result of the COVID-19 outbreak. Consequently, the net loss experience calculated and presented in this prospectus with respect to the servicer’s managed portfolio of contracts may not reflect actual experience with respect to the receivables in the receivables pool. Additionally, the prices of used vehicles, including the prices at which the servicer is able to sell repossessed vehicles, are variable and such prices declined during the early stages of the outbreak of COVID-19 and may decline again in the future, resulting in increased credit losses on defaulted receivables. During such period the servicer temporarily suspended involuntary repossession activity nationwide as part of its response to the COVID-19 outbreak. The servicer has since resumed involuntary repossession activity where permitted by local law, but may elect (or be required) to again suspend such activity at any time in the future. In addition, future delinquency rates, rates of repossession, recovery rates on repossessed vehicles or loss experience of the servicer with respect to the receivables may be better or worse than that set forth in the static pool information and historical delinquency and loss information contained in this prospectus. For more information regarding delinquency and loss experience of CarMax Business Services, LLC pertaining to certain motor vehicle receivables, see “Historical Performance—Delinquency, Credit Loss and Recovery Information” and “—Static Pool Information About Previous Securitizations” in this prospectus. The COVID-19 outbreak is impacting obligors nationwide and we anticipate some unfavorable loss experience on portfolio performance. As a result, investors could expect increased delinquencies and losses on the receivables, which could be substantial, and payments on the notes could be adversely affected.

Any effect that terrorist attacks, any current or future military action by or against the United States and the rising tensions in certain regions of the world may have on the performance of the receivables is unclear, but there could be an adverse effect on general economic conditions, consumer confidence and general market liquidity. Investors should consider the possible effects on delinquency, default and prepayment experience of the receivables. In particular, under the Servicemembers Civil Relief Act, members of the military on active duty, including reservists, who have entered into an obligation, such as a retail installment sale contract for the purchase of a vehicle, before entering into military service may be entitled to reductions in interest rates to 6% and a stay of foreclosure and similar actions. In addition, pursuant to the laws of various states, under certain circumstances residents thereof called into active duty with the National Guard or the reserves can apply to a court to delay payments on retail installment sale contracts such as the receivables. No information can be provided as to the number of receivables that may be affected. If an obligor’s obligation to repay a receivable is reduced, adjusted or extended, the servicer will not be required to advance such amounts. Any resulting shortfalls in interest or principal will reduce the amount available for distribution on the notes.

For more information regarding the Servicemembers Civil Relief Act, see “Material Legal Issues Relating to the Receivables—Consumer Protection Laws” and “—Other Matters” in this prospectus.

The Dodd-Frank Act is extensive legislation that impacts financial institutions and other non-bank financial companies, such as CarMax Business Services, LLC. In addition, the Dodd-Frank Act impacts the offering, marketing and regulation of consumer financial products and services and increases regulation of the securitization and derivatives markets. Many of the implementing regulations have been finalized, but in some cases, additional rulemaking has not yet been finalized. Until all of the implementing regulations have been issued, there can be no assurance that any new requirements will not have an adverse impact on the marketability of asset-backed securities such as the notes, on the servicing of the receivables, on CarMax Business Services, LLC’s securitization programs or on the regulation and supervision of CarMax Business Services, LLC, the depositor or the trust.

The Dodd-Frank Act established a federal agency, the Consumer Financial Protection Bureau (“CFPB”), with broad authority over federal consumer financial laws and regulations (“Consumer Financial Laws”). In addition to its existing enforcement authority over Consumer Financial Laws, the CFPB issued a final rule extending its supervisory authority to large nonbank auto finance companies, including CarMax Business Services, LLC. CFPB examination and supervision of CarMax Business Services, LLC may increase the cost of compliance efforts or result in changes to business practices that could have a material adverse effect on its operations. In December 2020, the CFPB issued a final rule governing the activities of third-party debt collectors. On April 7, 2021, the CFPB issued a notice of proposed rulemaking to delay the effective date of the final rule until January 29, 2022. While the final rule did not address first-party debt collectors, the CFPB has previously indicated that it would address this activity in a later rulemaking. It is unclear what effect, if any, the final rule or any subsequent changes may have on the receivables or the servicer’s practices, procedures and other servicing activities relating to the receivables in ways that could reduce the associated recoveries.

The Dodd-Frank Act created an alternative liquidation framework under which the Federal Deposit Insurance Corporation may be appointed as receiver for the resolution of a non-bank financial company if the company is in default or in danger of default and the resolution of the company under other applicable law would have serious adverse effects on financial stability in the United States.

There can be no assurance that this liquidation framework would not apply to CarMax Business Services, LLC, the depositor or the trust, although we expect that the framework will be invoked only very rarely. Guidance from the FDIC indicates that this framework will be exercised in a manner consistent with the existing bankruptcy laws, which is the insolvency regime which would otherwise apply to CarMax Business Services, LLC, the depositor and the trust.

If the FDIC were appointed as receiver for CarMax Business Services, LLC, the depositor or the trust, or if future regulations or subsequent FDIC actions are contrary to the FDIC guidance, you may experience losses or delays in payments on your notes.

See “Material Legal Issues Relating to the Receivables—The Dodd-Frank Act” in this prospectus for further discussion of the alternative liquidation framework established by the Dodd-Frank Act for certain non-bank financial companies.

On March 25, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was signed into law. The CARES Act is extensive and significant legislation and its potential impact on the sponsor and its affiliates or on the obligors for the receivables is not yet known. It is possible that compliance with the implementing regulations under the CARES Act may impose costs on, or create operational constraints for, the sponsor and may have an adverse impact on the ability of the servicer to effectively service the receivables. Further, certain governmental authorities, including federal, state or local governments, could enact, and in some cases already have enacted, laws, regulations, executive orders or other guidance that allow obligors to forgo making scheduled payments for some period of time, require modifications to the receivables (e.g., waiving accrued interest), preclude creditors from exercising certain rights or taking certain actions with respect to collateral, including repossession or liquidation of the financed vehicles or mandate limited operations or temporary closures of the servicer or its vendors as “non-essential businesses” or otherwise.

On December 27, 2020, the Consolidated Appropriations Act of 2021 (“Appropriations Act”) was signed into law, which includes a $900 billion economic stimulus package. The Appropriations Act reauthorizes and provides additional funding for several stimulus programs established by the CARES Act. In particular, the Appropriations Act provides assistance for small businesses, unemployed individuals and schools.

The CARES Act resulted in the creation of the Federal Pandemic Unemployment Compensation program, which provided an additional $600 per week to individuals collecting traditional unemployment compensation. This benefit was available for weeks of unemployment ending on or before July 31, 2020. The President of the United States authorized a similar benefit, at a reduced level, as well as a deferral of certain payroll tax collections through the end of 2020. The Appropriations Act restores the Federal Pandemic Unemployment Compensation program, which provides an additional $300 per week to individuals collecting traditional unemployment compensation. This benefit will be available for weeks of unemployment beginning after December 26, 2020 and ending on March 14, 2021. On March 11, 2021, the American Rescue Plan Act of 2021 (the “American Rescue Plan Act”) was signed into law, which includes a $1.9 trillion economic stimulus package. The American Rescue Plan Act builds upon the CARES Act and the Appropriations Act by extending unemployment benefits with a $300 weekly supplement through September 6, 2021 (though some states have already discontinued, and other states may discontinue, the additional federal unemployment benefits ahead of this date), providing stimulus checks to certain individuals and

families and providing additional relief to state and local communities. It is not known how many obligors of the receivables may have been receiving or may in the future receive any such additional unemployment benefits, or what the effect of any future reduction of such benefits may be on the ability of the obligors to meet their payment obligations under the receivables.

Federal and state consumer protection laws impose requirements upon creditors in connection with extensions of credit and collections on retail installment sale contracts. Some of these laws make an assignee of such contracts, such as the trust, liable to the obligor for any violation by the lender. Additionally, the CARES Act includes various provisions, such as new requirements affecting credit reporting, designed to protect consumers. Any liabilities of the trust under these laws could reduce the funds that the trust would otherwise have to make payments on your notes.

For more information regarding consumer protection laws, see “Material Legal Issues Relating to the Receivables—Consumer Protection Laws” in this prospectus.

Article 5 of the EU Securitization Regulation places certain conditions on investments in a “securitisation” (as defined in the EU Securitization Regulation) (the “EU Due Diligence Requirements”) by an “institutional investor”, defined by the EU Securitization Regulation to include (a) a credit institution or an investment firm as defined in and for purposes of Regulation (EU) No 575/2013, as amended, known as the Capital Requirements Regulation (the “EU CRR”), (b) an insurance undertaking or a reinsurance undertaking as defined in Directive 2009/138/EC, as amended, known as Solvency II, (c) an alternative investment fund manager as defined in Directive 2011/61/EU that manages and/or markets alternative investment funds in the EU, (d) an undertaking for collective investment in transferable securities (“UCITS”) management company, as defined in Directive 2009/65/EC, as amended, known as the UCITS Directive, or an internally managed UCITS, which is an investment company that is authorized in accordance with that Directive and has not designated such a management company for its management, and (e) with certain exceptions, an institution for occupational retirement provision falling within the scope of Directive (EU) 2016/2341, or an investment manager or an authorized entity appointed by such an institution for occupational retirement provision as provided in that Directive. Pursuant to Article 14 of the EU CRR, the EU Due Diligence Requirements also apply to investments by certain consolidated affiliates, wherever established or located, of institutions regulated under the EU CRR (such affiliates, together with all such institutional investors, “EU Affected Investors”).

With respect to the UK, relevant UK-established or UK-regulated persons (as described below) are subject to the restrictions and obligations of the Regulation (EU) 2017/2402 as it forms part of UK domestic law as “retained EU law” by operation of the EUWA and as amended by the Securitisation (Amendment) (EU Exit) Regulations 2019 (and as further amended from time to time) (the “UK Securitization Regulation”, and together with the EU Securitization Regulation, the “Securitization Regulations”).

Article 5 of the UK Securitization Regulation places certain conditions on investments in a “securitisation” (as defined in the UK Securitization Regulation ) (the “UK Due Diligence Requirements” and, together with the EU Due Diligence Requirements, the “Due Diligence Requirements”) by an “institutional investor”, defined by the UK Securitization Regulation to include (a) an insurance undertaking as defined in section 417(1) of the FSMA; (b) a reinsurance undertaking as defined in section 417(1) of the FSMA; (c) an occupational pension scheme as defined in section 1(1) of the Pension Schemes Act 1993 that has its main administration in the UK, or a fund manager of such a scheme appointed under section 34(2) of the Pensions Act 1995 that, in respect of activity undertaken pursuant to that appointment, is authorised for the purposes of section 31 of the FSMA; (d) an AIFM as defined in regulation 4(1) of the Alternative Investment Fund Managers Regulation 2013 which markets or manages AIFs (as defined in regulation 3 of those Regulations) in the UK; (e) a management company as defined in section 237(2) of the FSMA; (f) a UCITS as defined by section 236A of the FSMA which is an authorized open ended investment company as defined in section 237(3) of the FSMA; (g) a CRR firm as defined by Article 4(1)(2A) of Regulation (EU) No 575/2013, as it forms part of UK domestic law by virtue of the EUWA. The UK Due Diligence Requirements may also apply to investments by certain consolidated affiliates, wherever established or located, of such CRR firms (such affiliates, together with all such institutional investors, “UK Affected Investors” and, together with EU Affected Investors, “Affected Investors”).

Pursuant to the EU Due Diligence Requirements, an EU Affected Investor investing in a securitization must, amongst other things, verify (a) that the originator, sponsor or original lender (each as defined in the EU Securitization Regulation) retains a material net economic interest of not less than 5% in such securitization in accordance with the EU Securitization Regulation, (b) that the originator, sponsor or issuer has, where applicable, made available information as required by the EU Securitization Regulation, and (c) that certain credit-granting requirements are satisfied.

Pursuant to the UK Due Diligence Requirements, a UK Affected Investor investing in a securitization must, amongst other things, verify (a) that the originator, sponsor or original lender (each as defined in the UK Securitization Regulation) retains a material net economic interest of not less than 5% in such securitization in accordance with the UK Securitization Regulation, (b) that the originator, sponsor or issuer has, where applicable, made available information as required by the UK Securitization Regulation, and (c) that certain credit-granting requirements are satisfied.

Failure by any Affected Investor to comply with the applicable Due Diligence Requirements with respect to an investment in the Notes may result in the imposition of a penalty regulatory capital charge on such investment or of other regulatory sanctions by the competent authority of such Affected Investor. Consequently, the Notes may not be a suitable investment for Affected Investors, and this may affect the price and liquidity of the Notes.

Prospective investors are responsible for analyzing their own regulatory position and should consult with their own investment and legal advisors regarding the application of the EU Securitization Regulation, the UK Securitization Regulation or other applicable regulations and the suitability of the Notes for investment. The transaction described in this prospectus is structured in a way that is unlikely to allow Affected Investors to comply with their applicable Due Diligence Requirements.

acquiring, holding and managing the assets of the Trust, including the Receivables, and the proceeds of those assets;

issuing the Notes and the Certificates;

making payments on the Notes and the Certificates; and

engaging in other activities, including entering into agreements, that are necessary, suitable or convenient to accomplish any of the other purposes listed above or are in any way incidental to or connected with those activities.

the Receivables;

security interests in the related Financed Vehicles;

the rights to proceeds, if any, from claims on certain theft, physical damage, credit life or credit disability insurance policies, if any, covering the Financed Vehicles or the related obligors;

the Seller’s rights under the Receivables Purchase Agreement;

the receivable files;

amounts as from time to time may be held in one or more accounts maintained for the Trust;

certain payments and proceeds with respect to the Receivables held by the Servicer;

certain rebates of premiums and other amounts relating to certain insurance policies and other items financed under the Receivables; and

any and all proceeds of the above items.

Receivables

Reserve Account⁽¹⁾

Total

The reserve account will be initially funded with a deposit of at least $4,385,964.99, if the aggregate initial principal amount of the notes is $1,750,000,000.

Class A-1 Notes

Class A-2a Notes

Class A-2b Notes

Class A-3 Notes

Class A-4 Notes

Class B Notes

Class C Notes

Class D Notes

Total

the Owner Trustee ceases to be eligible to continue or is legally unable or incapable of acting as Owner Trustee under the Trust Agreement; or

the Owner Trustee becomes insolvent.

the Indenture Trustee ceases to be eligible to continue or is legally unable or incapable of acting as Indenture Trustee under the Indenture; or

the Indenture Trustee becomes insolvent.

any payment, or any part of any payment, due under the receivable is 120 days or more past due as of the last business day of the month in accordance with the Servicer’s customary practices, whether or not the Servicer has repossessed the Financed Vehicle;

the Servicer has repossessed and liquidated the Financed Vehicle; and

the Servicer determines in accordance with its customary practices that the receivable is uncollectible.

Total Receivable Portfolio

Delinquencies as a Percentage of Total Receivable Portfolio

31-60 Days

61-90 Days

91-120 Days

121 Days or More

Total Delinquencies as a Percentage of Total Receivable Portfolio

Total Delinquencies

Represents a value that is greater than zero but less than 0.005%.

Total Receivable Portfolio

Delinquencies as a Percentage of Total Receivable Portfolio

31-60 Days

61-90 Days

91-120 Days

121 Days or More

Total Delinquencies as a Percentage of Total Receivable Portfolio

Total Delinquencies

Represents a value that is greater than zero but less than 0.005%.

Percentage does not add to number indicated due to rounding.

Total Receivable Portfolio

Delinquencies as a Percentage of Total Receivable Portfolio

31-60 Days

61-90 Days

91-120 Days

121 Days or More

Total Delinquencies as a Percentage of Total Receivable Portfolio

Total Delinquencies

Represents a value that is greater than zero but less than 0.005%.

Percentage does not add to number indicated due to rounding.

Total Receivable Portfolio

Delinquencies as a Percentage of Total Receivable Portfolio

31-60 Days

61-90 Days

91-120 Days

121 Days or More

Total Delinquencies as a Percentage of Total Receivable Portfolio

Total Delinquencies

Represents a value that is greater than zero but less than 0.005%.

Outstanding Principal Amount at Period End

Total Number of Receivables Outstanding at Period End

Average Outstanding Principal Amount During the Period⁽¹⁾

Average Number of Receivables Outstanding During the Period

Gross Principal Charge-Offs⁽²⁾

Total Number of Receivables Charged Off During the Period

Number of Receivables Charged Off as a Percentage of the Average Number of Receivables Outstanding During the Period

Recoveries⁽³⁾

Net Losses⁽⁴⁾

Net Losses as a Percentage of the Average Outstanding Principal Amount

Average Net Dollar Loss on Receivables Charged Off During the Period⁽⁵⁾

Outstanding Principal Amount at Period End

Total Number of Receivables Outstanding at Period End

Average Outstanding Principal Amount During the Period⁽¹⁾

Average Number of Receivables Outstanding During the Period

Gross Principal Charge-Offs⁽²⁾

Total Number of Receivables Charged Off During the Period

Number of Receivables Charged Off as a Percentage of the Average Number of Receivables Outstanding During the Period

Recoveries⁽³⁾

Net Losses⁽⁴⁾

Net Losses as a Percentage of the Average Outstanding Principal Amount

Average Net Dollar Loss on Receivables Charged Off During the Period⁽⁵⁾

The average outstanding principal amount for any period equals the average of the monthly average outstanding principal amount of the retail installment sale contracts during that period.

The gross principal charge-offs for any period equal the total principal amount due on all retail installment sale contracts determined to be uncollectible during that period.

The recoveries for any period equal the total amount recovered during that period on retail installment sale contracts charged off during that period or before, including finance charge recoveries.

The net losses for any period equal the difference between gross principal charged-off amounts during that period and the total amount recovered on charged-off retail installment sale contracts during that period.

The average net dollar loss on retail installment sale contracts charged off during any period equals the net losses for that period divided by the total number of retail installment sale contracts charged off during that period.

the portion of the payment allocable to interest for the period since the preceding payment was made will be less than it would have been had the payment been made as scheduled; and

the portion of the payment applied to reduce the unpaid Principal Balance will be correspondingly greater.

the portion of the payment allocable to interest for the period since the preceding payment was made will be greater than it would have been had the payment been made as scheduled; and

the portion of the payment applied to reduce the unpaid Principal Balance will be correspondingly less.

was originated under the Primary Underwriting Program;

is secured by a new or used motor vehicle;

was originated in the United States;

had a remaining Principal Balance of not less than $500 as of the Cutoff Date;

had an original term to maturity of not more than 72 monthly payments and not less than 12 monthly payments and a remaining term to maturity of not more than 71 monthly payments and not less than 3 monthly payments;

is a Simple Interest Receivable;

has a fixed Contract Rate of not more than 25.00%;

provides for level scheduled monthly payments that fully amortize the amount financed over its original term to maturity (except that the period between the contract date and the first payment date may be less than or greater than one month and except that the first and last payments may be less than or greater than the level payments);

relates to an obligor who has made at least one payment as of the Cutoff Date;

did not have a scheduled payment of more than $50 that was more than 30 days past due as of the Cutoff Date;

is not secured by a Financed Vehicle that has been repossessed as of the Cutoff Date;

does not relate to an obligor that was the subject of a bankruptcy proceeding as of the Cutoff Date; and

is evidenced by only one original or a single authoritative copy (within the meaning of the UCC) of the related retail installment sale contract.

Pool Balance

Number of Receivables

Percentage of Pool Balance

Average Principal Balance

Range of Principal Balances

Weighted Average Contract Rate

Range of Contract Rates

Weighted Average Remaining Term

Range of Remaining Terms

Weighted Average Original Term

Range of Original Terms

Weighted Average FICO^® Score(1)

Range of FICO^® Scores

Reflects only Receivables with at least one obligor that has a FICO^® score at the time of application. The FICO^® score with respect to any Receivable with co-obligors that both have a FICO^® score at the time of application is calculated as the average of each obligor’s FICO^® score.

FICO^® is a federally registered servicemark of Fair Isaac Corporation.

Remaining Term Range

1-12 months

13-24 months

25-36 months

37-48 months

49-60 months

61-66 months

67-72 months

Total

Percentages may not add to 100.00% due to rounding.

Original Term Range

13-24 months

25-36 months

37-48 months

49-60 months

61-66 months

67-72 months

Total

Percentages may not add to 100.00% due to rounding.

Obligor Mailing Address

California

Texas

Florida

Georgia

Virginia

North Carolina

Illinois

Tennessee

Maryland

South Carolina

Nevada

Colorado

Ohio

Louisiana

Alabama

Indiana

Washington

Arizona

Mississippi

Pennsylvania

Kentucky

Other

Total

Percentages may not add to 100.00% due to rounding.

Model Year

2005

2006

2007

2008

2009

2010

2011

2012

2013

2014

2015

2016