EXHIBIT 4.1


 


CARMAX AUTO OWNER TRUST 2015-2,


as Issuer,


 


and


 


WELLS FARGO BANK, NATIONAL ASSOCIATION,


as Indenture Trustee


 





 






 


INDENTURE


Dated as of May 1, 2015


 





 






 


$202,000,000 0.35000% Class A-1 Asset-backed
Notes


$192,000,000 0.82% Class A-2a Asset-backed
Notes

$192,000,000 LIBOR + 0.28% Class A-2b Asset-backed Notes

$384,000,000 1.37% Class A-3 Asset-backed Notes


$116,945,000 1.80% Class A-4 Asset-backed
Notes


$23,300,000 2.15% Class B Asset-backed Notes

$23,300,000 2.39% Class C Asset-backed Notes


$31,455,000 3.04% Class D Asset-backed Notes




 




    	 



    	 



    

 


CROSS REFERENCE TABLE (1)


	TIA	 	 	 	Indenture
	Section	 	 	 	Section
	 	 	 	 	 
	310	 	(a)(1)	 	Section 6.11
	 	 	(a)(2)	 	Section 6.11
	 	 	(a)(3)	 	Section 6.10
	 	 	(a)(4)	 	N.A.
	 	 	(a)(5)	 	Section 6.11
	 	 	(b)	Section 6.8; Section 6.11
	 	 	(c)	 	N.A.
	311	 	(a)	 	Section 6.12
	 	 	(b)	 	Section 6.12
	 	 	(c)	 	N.A.
	312	 	(a)	 	Section 7.1
	 	 	(b)	 	Section 7.2
	 	 	(c)	 	Section 7.2
	313	 	(a)	 	Section 7.4
	 	 	(b)(1)	 	Section 7.4
	 	 	(b)(2)	Section 7.4; Section 11.5
	 	 	(c)	 	Section 7.4
	 	 	(d)	 	Section 7.3
	314	 	(a)	 	Section 7.3
	 	 	(b)	 	Section 11.15
	 	 	(c)(1)	 	Section 11.1
	 	 	(c)(2)	 	Section 11.1
	 	 	(c)(3)	 	Section 11.1
	 	 	(d)	 	Section 11.1
	 	 	(e)	 	Section 11.1
	 	 	(f)	 	Section 11.1
	315	 	(a)	 	Section 6.1
	 	 	(b)	Section 6.5; Section 11.5
	 	 	(c)	 	Section 6.1
	 	 	(d)	 	Section 6.1
	 	 	(e)	 	Section 5.13
	316	 	(a)(last sentence)	 	Section 1.1
	 	 	(a)(1)(A)	 	Section 5.11
	 	 	(a)(1)(B)	 	Section 5.12
	 	 	(a)(2)	 	N.A.
	 	 	(b)	 	Section 5.7
	 	 	(c)	 	N.A.
	317	 	(a)(1)	 	Section 5.3
	 	 	(a)(2)	 	Section 5.3
	 	 	(b)	 	Section 3.3
	318	 	(a)	 	Section 11.7


 




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(1) Note: This Cross Reference Table shall not, for any purpose,
be deemed to be part of this Indenture.


 


(2) N.A. means Not Applicable.


 




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Table
of Contents


 


	Article I
	DEFINITIONS AND INCORPORATION BY REFERENCE
	 	 	 
	Section 1.1	Definitions	2
	Section 1.2	Incorporation by Reference of Trust Indenture Act	13
	Section 1.3	Rules of Construction	13
	 	 	 
	Article II
	THE NOTES
	 	 	 
	Section 2.1	Form	14
	Section 2.2	Execution, Authentication and Delivery	15
	Section 2.3	Temporary Notes	15
	Section 2.4	Tax Treatment	16
	Section 2.5	Registration; Registration of Transfer and Exchange	16
	Section 2.6	Mutilated, Destroyed, Lost or Stolen Notes	18
	Section 2.7	Persons Deemed Owners	19
	Section 2.8	Payments	19
	Section 2.9	Cancellation	23
	Section 2.10	Release of Collateral	24
	Section 2.11	Book-Entry Notes	24
	Section 2.12	Notices to Clearing Agency	25
	Section 2.13	Definitive Notes	25
	Section 2.14	Authenticating Agents	25
	Section 2.15	Calculation Agent	26
	 	 	 
	Article III
	COVENANTS
	 	 	 
	Section 3.1	Payment of Principal and Interest	27
	Section 3.2	Maintenance of Office or Agency	27
	Section 3.3	Money for Payments To Be Held in Trust	27
	Section 3.4	Existence	29
	Section 3.5	Protection of Trust Estate	29
	Section 3.6	Opinions as to Trust Estate	29
	Section 3.7	Performance of Obligations; Servicing of Receivables	30
	Section 3.8	Negative Covenants	31
	Section 3.9	Annual Statement as to Compliance	33
	Section 3.10	Issuer May Consolidate, etc., Only on Certain Terms	33
	Section 3.11	Successor or Transferee.	35
	Section 3.12	No Other Business	35
	Section 3.13	No Borrowing	35
	Section 3.14	Servicer’s Obligations	35
	Section 3.15	Guarantees, Loans, Advances and Other Liabilities	35
	Section 3.16	Capital Expenditures	36


 




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	Section 3.17	Restricted Payments	36
	Section 3.18	Notice of Events of Default	36
	Section 3.19	Removal of Administrator	36
	Section 3.20	Further Instruments and Acts	36
	Section 3.21	Sales Finance Company Licenses	36
	Section 3.22	Representations and Warranties by the Issuer to the Indenture Trustee	36
	 	 	 
	Article IV
	SATISFACTION AND DISCHARGE
	 	 	 
	Section 4.1	Satisfaction and Discharge of Indenture	37
	Section 4.2	Satisfaction, Discharge and Defeasance of the Notes	37
	Section 4.3	Application of Trust Money	39
	Section 4.4	Repayment of Monies Held by Paying Agent	39
	 	 	 
	Article V
	REMEDIES
	 	 	 
	Section 5.1	Events of Default	39
	Section 5.2	Acceleration of Maturity; Rescission and Annulment	41
	Section 5.3	Collection of Indebtedness and Suits for Enforcement by Indenture Trustee	41
	Section 5.4	Remedies; Priorities	43
	Section 5.5	Optional Preservation of the Receivables	47
	Section 5.6	Limitation of Suits	47
	Section 5.7	Unconditional Rights of Noteholders to Receive Principal and Interest	48
	Section 5.8	Restoration of Rights and Remedies	48
	Section 5.9	Rights and Remedies Cumulative	48
	Section 5.10	Delay or Omission Not a Waiver	48
	Section 5.11	Control by Noteholders of the Controlling Class	48
	Section 5.12	Waiver of Past Defaults	49
	Section 5.13	Undertaking for Costs	49
	Section 5.14	Waiver of Stay or Extension Laws	50
	Section 5.15	Action on Notes	50
	Section 5.16	Performance and Enforcement of Certain Obligations	50
	 	 	 
	Article VI
	THE INDENTURE TRUSTEE
	 	 	 
	Section 6.1	Duties of Indenture Trustee	51
	Section 6.2	Rights of Indenture Trustee	53
	Section 6.3	Individual Rights of Indenture Trustee	53
	Section 6.4	Indenture Trustee’s Disclaimer	54
	Section 6.5	Notice of Defaults	54
	Section 6.6	Reports by Indenture Trustee to Holders	54


 




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	Section 6.7	Compensation and Indemnity	54
	Section 6.8	Replacement of Indenture Trustee	55
	Section 6.9	Successor Indenture Trustee by Merger	56
	Section 6.10	Appointment of Co-Indenture Trustee or Separate Indenture Trustee	56
	Section 6.11	Eligibility; Disqualification	57
	Section 6.12	Preferential Collection of Claims Against Issuer	58
	Section 6.13	Communications Regarding Demands to Purchase Receivables	58
	 	 	 
	Article VII
	NOTEHOLDERS’ LISTS AND REPORTS
	 	 	 
	Section 7.1	Issuer To Furnish Indenture Trustee Names and Addresses of Noteholders	59
	Section 7.2	Preservation of Information; Communications to Noteholders	59
	Section 7.3	Reports by Issuer	59
	Section 7.4	Reports by Indenture Trustee	60
	 	 	 
	Article VIII
	ACCOUNTS, DISBURSEMENTS AND RELEASES
	 	 	 
	Section 8.1	Collection of Money	60
	Section 8.2	Trust Accounts	60
	Section 8.3	General Provisions Regarding Accounts	61
	Section 8.4	Release of Trust Estate	62
	Section 8.5	Opinion of Counsel	62
	 	 	 
	Article IX
	SUPPLEMENTAL INDENTURES
	 	 	 
	Section 9.1	Supplemental Indentures Without Consent of Noteholders	63
	Section 9.2	Supplemental Indentures with Consent of Noteholders	64
	Section 9.3	Execution of Supplemental Indentures	66
	Section 9.4	Effect of Supplemental Indenture	66
	Section 9.5	Conformity with Trust Indenture Act	66
	Section 9.6	Reference in Notes to Supplemental Indentures	66
	 	 	 
	Article X
	REDEMPTION OF NOTES
	 	 	 
	Section 10.1	Redemption	67
	Section 10.2	Form of Redemption Notice	67
	Section 10.3	Notes Payable on Redemption Date	68


 




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	Article XI
	MISCELLANEOUS
	 	 	 
	Section 11.1	Compliance Certificates and Opinions, etc	68
	Section 11.2	Form of Documents Delivered to Indenture Trustee	70
	Section 11.3	Acts of Noteholders	70
	Section 11.4	Notices, etc., to Indenture Trustee, Issuer and Rating Agencies	71
	Section 11.5	Notices to Noteholders; Waiver	72
	Section 11.6	Alternate Payment and Notice Provisions	72
	Section 11.7	Conflict with Trust Indenture Act	73
	Section 11.8	Effect of Headings and Table of Contents	73
	Section 11.9	Successors and Assigns	73
	Section 11.10	Severability	73
	Section 11.11	Benefits of Indenture	73
	Section 11.12	Legal Holiday	73
	Section 11.13	GOVERNING LAW	73
	Section 11.14	Counterparts	73
	Section 11.15	Recording of Indenture	74
	Section 11.16	Trust Obligation	74
	Section 11.17	No Petition	74
	Section 11.18	Inspection	74
	Section 11.19	Third-Party Beneficiaries	75
	Section 11.20	Limitation on Recourse to CarMax Funding	75


 


APPENDICES


 


	APPENDIX A	 	Additional Representations and Warranties


 


EXHIBITS


 


	Exhibit A-1	 	Form of Class A-1 Note
	Exhibit A-2a	 	Form of Class A-2a Note
	Exhibit A-2b	 	Form of Class A-2b Note
	Exhibit A-3	 	Form of Class A-3 Note
	Exhibit A-4	 	Form of Class A-4 Note
	Exhibit B	 	Form of Class B Note
	Exhibit C	 	Form of Class C Note
	Exhibit D	 	Form of Class D Note
	Exhibit E	 	Form of Opinion of Counsel


 




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INDENTURE, dated as of
May 1, 2015 (as amended, supplemented or otherwise modified and in effect from time to time, this “Indenture”),
between CARMAX AUTO OWNER TRUST 2015-2, a Delaware statutory trust (the “Issuer”), and WELLS FARGO BANK, NATIONAL
ASSOCIATION, a national banking association, not in its individual capacity but solely as indenture trustee (in such capacity,
the “Indenture Trustee”).


 


Each party agrees as
follows for the benefit of the other party and for the equal and ratable benefit of the holders of the Issuer’s 0.35000%
Class A-1 Asset-backed Notes (the “Class A-1 Notes”), 0.82% Class A-2a Asset-backed Notes (the “Class
A-2a Notes”), LIBOR + 0.28% Class A-2b Asset-backed Notes (the “Class A-2b Notes”), 1.37% Class A-3
Asset-backed Notes (the “Class A-3 Notes”), 1.80% Class A-4 Asset-backed Notes (the “Class A-4 Notes”
and, collectively with the Class A-1 Notes, the Class A-2a Notes, the Class A-2b Notes and the Class A-3 Notes, the “Class
A Notes”), 2.15% Class B Asset-backed Notes (the “Class B Notes”), 2.39% Class C Asset-backed Notes
(the “Class C Notes”) and 3.04% Class D Asset-backed Notes (the “Class D Notes” and, collectively
with the Class A Notes, the Class B Notes and the Class C Notes, the “Notes”):


 


GRANTING CLAUSE


 


The Issuer hereby Grants
to the Indenture Trustee on the Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, all of the Issuer’s
right, title and interest in, to and under, whether now owned or existing or hereafter acquired or arising (i) the Receivables;
(ii) all amounts received on or in respect of the Receivables after the Cutoff Date; (iii) the security interests in the Financed
Vehicles granted by the Obligors pursuant to the Receivables and any other interest of the Issuer in such Financed Vehicles; (iv)
all proceeds from claims on or refunds of premiums with respect to any physical damage, theft, GAP, credit life or credit disability
insurance policies relating to the Financed Vehicles or the Obligors; (v) the Receivable Files; (vi) the Collection Account, the
Note Payment Account and the Reserve Account and all amounts, securities, financial assets, investments and other property deposited
in or credited to any of the foregoing and all proceeds thereof; (vii) all rights of the Depositor under the Receivables Purchase
Agreement, including the right to require the Seller to repurchase Receivables from the Depositor; (viii) all rights of the Issuer
under the Sale and Servicing Agreement, including the right to require the Servicer to purchase Receivables from the Issuer; (ix)
the right to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable
and have been repossessed by or on behalf of the Issuer; and (x) all present and future claims, demands, causes of action and choses
in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever
in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash
or other liquid property; all accounts, general intangibles, chattel paper, instruments, documents, money, investment property,
deposit accounts, letters of credit, letter-of-credit rights, insurance proceeds, condemnation awards, rights to payment of any
and every kind and other forms of obligations; and all other property which at any time constitutes all or part of or is included
in the proceeds of any of the foregoing (collectively, the “Collateral”).


 


The foregoing Grant is
made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally
and ratably without prejudice, priority or distinction, and to secure compliance with the provisions of this Indenture, all as
provided in this Indenture.


 






    	 



    	 



    

 


The Indenture Trustee,
as Indenture Trustee on behalf of the Holders of the Notes, acknowledges such Grant, accepts the trusts under this Indenture in
accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture to the best of its
ability to the end that the interests of the Holders of the Notes may be adequately and effectively protected.


 







Article
I

DEFINITIONS AND INCORPORATION BY REFERENCE


 


Section 1.1           Definitions.


 


(a)          Except
as otherwise specified herein or as the context may otherwise require, the following terms shall have the respective meanings set
forth below for all purposes of this Indenture.


 


“Accrual Period”
shall mean (i) in the case of the Class A-1 Notes and the Class A-2b Notes, each period from and including a Distribution Date
to but excluding the following Distribution Date (or, in the case of the initial Accrual Period, the period from and including
the Closing Date to but excluding the initial Distribution Date) and (ii) in the case of the Class A-2 Notes, the Class A-3 Notes,
the Class A-4 Notes, the Class B Notes, the Class C Notes and the Class D Notes, each period from and including the 15th day of
a month to but excluding the 15th day of the following month (or, in the case of the initial Accrual Period, the period from and
including the Closing Date to but excluding June 15, 2015).


 


“Act”
shall have the meaning specified in Section 11.3(a).


 


“Administration
Agreement” shall mean the Administration Agreement, dated as of May 1, 2015, among the Administrator, the Issuer and
the Indenture Trustee.


 


“Administrator”
shall mean CarMax, or any successor Administrator under the Administration Agreement.


 


“Authenticating
Agent” shall have the meaning specified in Section 2.14(a).


 


“Authorized
Officer” shall mean, with respect to the Issuer, any officer of the Owner Trustee who is authorized to act for or on
behalf of the Owner Trustee in matters relating to the Issuer and who is identified on the list of Authorized Officers or authorized
signatories delivered by the Owner Trustee to the Indenture Trustee on the Closing Date (as such list may be modified or supplemented
from time to time thereafter) and, for so long as the Administration Agreement is in full force and effect, any officer of the
Administrator who is authorized to act for the Administrator in matters relating to the Issuer and to be acted upon by the Administrator
pursuant to the Administration Agreement.


 






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“Book-Entry
Notes” shall mean a beneficial interest in the Notes, ownership and transfers of which shall be made through book entries
by a Clearing Agency as described in Section 2.11.


 


“Business Day”
shall mean any day other than a Saturday, a Sunday or a day on which banking institutions or trust companies in New York, New York,
Chicago, Illinois. Wilmington, Delaware, Minneapolis, Minnesota or Richmond, Virginia are authorized or obligated by law, executive
order or governmental decree to remain closed.


 


“Calculation
Agent” shall have the meaning specified in Section 2.15 of this Indenture.


 


“CarMax”
shall mean CarMax Business Services, LLC, a Delaware limited liability company.


 


“Certificate
of Trust” shall have the meaning specified in the Trust Agreement.


 


“Class”
shall mean a class of Notes, which may be the Class A-1 Notes, the Class A-2a Notes, the Class A-2b Notes, the Class A-3 Notes,
the Class A-4 Notes, the Class B Notes, the Class C Notes or the Class D Notes.


 


“Class A Noteholders”
shall mean, collectively, the Class A-1 Noteholders, the Class A-2a Noteholders, the Class A-2b Noteholders, the Class A-3 Noteholders
and the Class A-4 Noteholders.


 


“Class A-1 Final
Distribution Date” shall mean the May 16, 2016 Distribution Date.


 


“Class A-1 Noteholder”
shall mean the Person in whose name a Class A-1 Note is registered on the Note Register.


 


“Class A-1 Notes”
shall mean the 0.35000% Class A-1 Asset-backed Notes issued by the Issuer pursuant to this Indenture in the initial aggregate principal
amount of $202,000,000.


 


“Class A-1 Rate”
shall mean 0.35000% per annum.


 


“Class A-2a
Final Distribution Date” shall mean the June 15, 2018 Distribution Date.


 


“Class A-2a
Noteholder” shall mean the Person in whose name a Class A-2a Note is registered on the Note Register.


 


“Class A-2a
Notes” shall mean the 0.82% Class A-2a Asset-backed Notes issued by the Issuer pursuant to this Indenture in the initial
aggregate principal amount of $192,000,000.


 


“Class A-2a
Rate” shall mean 0.82% per annum.


 






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“Class A-2b
Final Distribution Date” shall mean the June 15, 2018 Distribution Date.


 


“Class A-2b
Noteholder” shall mean the Person in whose name a Class A-2a Note is registered on the Note Register.


 


“Class A-2b
Notes” shall mean the LIBOR + 0.28% Class A-2b Asset-backed Notes issued by the Issuer pursuant to this Indenture in
the initial aggregate principal amount of $192,000,000.


 


“Class A-2b
Rate” shall mean LIBOR + 0.28% per annum.


 


“Class A-3 Final
Distribution Date” shall mean the March 16, 2020 Distribution Date.


 


“Class A-3 Noteholder”
shall mean the Person in whose name a Class A-3 Note is registered on the Note Register.


 


“Class A-3 Notes”
shall mean the 1.37% Class A-3 Asset-backed Notes issued by the Issuer pursuant to this Indenture in the initial aggregate principal
amount of $384,000,000.


 


“Class A-3 Rate”
shall mean 1.37% per annum.


 


“Class A-4 Final
Distribution Date” shall mean the March 15, 2021 Distribution Date.


 


“Class A-4 Noteholder”
shall mean the Person in whose name a Class A-4 Note is registered on the Note Register.


 


“Class A-4 Notes”
shall mean the 1.80% Class A-4 Asset-backed Notes issued by the Issuer pursuant to this Indenture in the initial aggregate principal
amount of $116,945,000.


 


“Class A-4 Rate”
shall mean 1.80% per annum.


 


“Class B Final
Distribution Date” shall mean the March 15, 2021 Distribution Date.


 


“Class B Noteholder”
shall mean the Person in whose name a Class B Note is registered on the Note Register.


 


“Class B Notes”
shall mean the 2.15% Class B Asset-backed Notes issued by the Issuer pursuant to this Indenture in the initial aggregate principal
amount of $23,300,000.


 


“Class B Rate”
shall mean 2.15% per annum.


 


“Class C Final
Distribution Date” shall mean the March 15, 2021 Distribution Date.


 






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“Class C Noteholder”
shall mean the Person in whose name a Class C Note is registered on the Note Register.


 


“Class C Notes”
shall mean the 2.39% Class C Asset-backed Notes issued by the Issuer pursuant to this Indenture in the initial aggregate principal
amount of $23,300,000.


 


“Class C Rate”
shall mean 2.39% per annum.


 


“Class D Final
Distribution Date” shall mean the November 15, 2021 Distribution Date.


 


“Class D Noteholder”
shall mean the Person in whose name a Class D Note is registered on the Note Register.


 


“Class D Notes”
shall mean the 3.04% Class D Asset-backed Notes issued by the Issuer pursuant to this Indenture in the initial aggregate principal
amount of $31,455,000.


 


“Class D Rate”
shall mean 3.04% per annum.


 


“Class Final
Distribution Date” shall mean all or any of the Class A-1 Final Distribution Date, the Class A-2a Final Distribution
Date, the Class A-2b Final Distribution Date, the Class A-3 Final Distribution Date, the Class A-4 Final Distribution Date, the
Class B Final Distribution Date, the Class C Final Distribution Date and the Class D Final Distribution Date, as the context requires.


 


“Clearing Agency”
shall mean an organization registered as a “clearing agency” pursuant to Section 17A of the Exchange Act.


 


“Clearing Agency
Participant” shall mean a broker, dealer, bank, other financial institution or other Person for whom from time to time
a Clearing Agency effects book-entry transfers and pledges of securities deposited with the Clearing Agency.


 


“Closing Date”
shall mean May 13, 2015.


 


“Code”
shall mean the Internal Revenue Code of 1986, as amended from time to time, and the Treasury Regulations promulgated thereunder.


 


“Collateral”
shall have the meaning specified in the Granting Clause of this Indenture.


 


“Collection
Period” shall mean each calendar month during the term of this Agreement or, in the case of the initial Collection Period,
the period from but excluding the Cutoff Date to and including May 31, 2015.


 


“Commission”
shall mean the Securities and Exchange Commission.


 


“Controlling
Class” shall mean (i) the Class A Notes so long as any Class A Notes are outstanding, (ii) thereafter the Class B Notes
so long as any Class B Notes are outstanding, (iii) thereafter the Class C Notes so long as any Class C Notes are outstanding and
(iv) thereafter the Class D Notes.


 






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“Corporate Trust
Office” shall mean the principal office of the Indenture Trustee at which at any particular time its corporate trust
business shall be administered, which office at date of execution of this Indenture is located at Sixth and Marquette Avenue, MAC
N9311-161, Minneapolis, Minnesota 55479, Attention: Asset Backed Securities Department, or at such other address as the Indenture
Trustee may designate from time to time by written notice to the Noteholders and the Issuer, or the principal corporate trust office
of any successor Indenture Trustee at the address designated by such successor Indenture Trustee by written notice to the Noteholders
and the Issuer.


 


“Default”
shall mean any event that, with notice or the lapse of time or both, would become an Event of Default.


 


“Definitive
Notes” shall have the meaning specified in Section 2.11.


 


“Depositor”
shall mean CarMax Auto Funding LLC, a Delaware limited liability company.


 


“Designated
LIBOR Page” means the display on Reuters Screen LIBOR01 Page or any successor service or any page as may replace the
designated page on that service or any successor service that displays the London interbank rates of major banks for United States
dollars.


 


“Distribution
Date” shall mean the 15th day of each month or, if such 15th day is not a Business Day, the following Business Day, commencing
on June 15, 2015.


 


“Event of Default”
shall have the meaning specified in Section 5.1.


 


“Excess Collections”
shall have the meaning specified in Section 2.8(a)(xv).


 


“Exchange Act”
shall mean the Securities Exchange Act of 1934, as amended.


 


“Executive Officer”
shall mean, with respect to any corporation or limited liability company, as applicable, the Chief Executive Officer, the Chief
Operating Officer, the Chief Financial Officer, the President, any Executive Vice President, any Senior Vice President, any Vice
President, the Secretary or the Treasurer of such corporation, depository institution or limited liability company, and, with respect
to any partnership, any general partner of such partnership.


 


“FATCA”
shall mean Sections 1471 through 1474 of the Code, commonly referred to as the Foreign Account Tax Compliance Act.


 


“FATCA Withholding
Tax” shall mean any withholding or deduction pursuant to an agreement described in Section 1471(b) of the Code or otherwise
imposed pursuant to Sections 1471 through 1474 of the Code and any regulations or agreements thereunder or official interpretations
thereof.


 






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“Fitch”
shall mean Fitch Ratings, Inc.


 


“Grant”
shall mean to mortgage, pledge, bargain, sell, warrant, alienate, remise, release, convey, assign, transfer, create, and to grant
a lien upon and a security interest in and right of set-off against, and to deposit, set over and confirm pursuant to this Indenture.
A Grant of the Collateral or of any other agreement or instrument shall include all rights, powers and options (but none of the
obligations) of the granting party thereunder, including the immediate and continuing right to claim for, collect, receive and
give receipt for principal and interest payments in respect of the Collateral and all other monies payable thereunder, to give
and receive notices and other communications, to make waivers or other agreements, to exercise all rights and options, to bring
Proceedings in the name of the granting party or otherwise, and generally to do and receive anything that the granting party is
or may be entitled to do or receive thereunder or with respect thereto.


 


“Holder”
or “Noteholder” shall mean the Person in whose name a Note is registered in the Note Register.


 


“Indenture Trustee”
shall mean Wells Fargo Bank, National Association, a national banking association, not in its individual capacity but solely as
Indenture Trustee under this Indenture, and any successor Indenture Trustee under this Indenture.


 


“Independent”
shall mean, when used with respect to any specified Person, that such Person (i) is in fact independent of the Issuer, any other
obligor on the Notes, the Depositor, the Seller, the Servicer and any Affiliate of any of the foregoing Persons, (ii) does not
have any direct financial interest or any material indirect financial interest in the Issuer, any such other obligor, the Depositor,
the Seller, the Servicer or any Affiliate of any of the foregoing Persons and (iii) is not connected with the Issuer, any such
other obligor, the Depositor, the Seller, the Servicer or any Affiliate of any of the foregoing Persons as an officer, employee,
promoter, underwriter, trustee, partner, director or person performing similar functions.


 


“Independent
Certificate” shall mean a certificate or opinion to be delivered to the Indenture Trustee under the circumstances described
in, and otherwise complying with, the applicable requirements of Section 11.1, made by an Independent appraiser or other expert
appointed by an Issuer Order and approved by the Indenture Trustee in the exercise of reasonable care, and such opinion or certificate
shall state that the signer has read the definition of “Independent” in this Indenture and that the signer is Independent
within the meaning thereof.


 


“Insolvency
Event” shall mean, with respect to any Person, (i) the making by such Person of a general assignment for the benefit
of creditors, (ii) the filing by such Person of a voluntary petition in bankruptcy, (iii) such Person being adjudged bankrupt or
insolvent, or having had entered against such Person an order for relief in any bankruptcy or insolvency proceeding, (iv) the filing
by such Person of a petition or answer seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution
or similar relief under any statute, law or regulation, (v) the filing by such Person of an answer or other pleading admitting
or failing to contest the material allegations of a petition filed against such Person in any proceeding specified in clause (vii)
below, (vi) seeking, consenting to or acquiescing in the appointment of a trustee, receiver or liquidator of such Person or of
all or any substantial part of the assets of such Person or (vii) the failure to obtain dismissal within sixty (60) days of the
commencement of any proceeding against such Person seeking reorganization, arrangement, composition, readjustment, liquidation,
dissolution or similar relief under any statute, law or regulation, or the entry of any order appointing a trustee, liquidator
or receiver of such Person of all or any substantial portion of the assets of such Person.


 






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“Issuer”
shall mean CarMax Auto Owner Trust 2015-2 or any successor to CarMax Auto Owner Trust 2015-2 and, for purposes of any provision
contained herein and required by the TIA, each other obligor on the Notes.


 


“Issuer Order”
shall mean a written order signed in the name of the Issuer by an Authorized Officer of the Issuer and delivered to the Indenture
Trustee by the Administrator, if signed by an officer of the Administrator, or at the written direction of the Depositor, if signed
by an officer of the Owner Trustee.


 


“Issuer Request”
shall mean a written request signed in the name of the Issuer by an Authorized Officer of the Issuer and delivered to the Indenture
Trustee by the Administrator, if signed by an officer of the Administrator, or at the written direction of the Depositor, if signed
by an officer of the Owner Trustee.


 


“LIBOR”
shall mean, for any Distribution Date and related Accrual Period, the rate per annum for deposits in United States dollars having
a one-month maturity that appears on the Designated LIBOR Page (or any successor service or any page as may replace the designated
page on that service or any successor service that displays the London interbank rates of major banks for United States dollars)
at approximately 11:00 a.m., London time, on the applicable LIBOR Determination Date; provided, however, that for the first Accrual
Period, LIBOR shall mean 0.18025%, which is an interpolated rate for deposits based on London interbank offered rates for deposits
in United States dollars for a period that corresponds to the actual number of days in the first Accrual Period; and, provided
further, that, in the event that such rate does not appear on the Designated LIBOR Page on the applicable LIBOR Determination Date,
then LIBOR shall be the arithmetic mean (rounded upwards to the nearest one-sixteenth of 1%) of the rates at which one-month United
States dollar deposits are offered to prime banks in the London interbank market by four major banks in that market selected by
the Calculation Agent as of the LIBOR Determination Date and time specified above and in an amount that is representative of a
single transaction in such market at such time. If at least two such quotations are provided by such banks, LIBOR will be the arithmetic
mean of such quotations. If fewer than two quotations are provided by such banks, then LIBOR shall be the arithmetic mean (rounded
upwards to the nearest one-sixteenth of 1%) of the rates at which one-month loans in United States dollars are offered to leading
European banks by three major banks in The City of New York selected by the Calculation Agent as of 11:00 a.m., New York City time,
on the applicable LIBOR Determination Date and in an amount that is representative of a single transaction in such market at such
time. If no such quotation can be obtained, LIBOR for such Distribution Date and related Accrual Period will be LIBOR for the prior
Distribution Date and related Accrual Period. The determination of LIBOR for each Distribution Date and related Accrual Period
by the Calculation Agent will be final and binding in the absence of manifest error.


 






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“LIBOR Determination
Date” shall mean, for any Distribution Date and related Accrual Period, two London Business Days prior to the Distribution
Date preceding such Distribution Date (or, in the case of the first Distribution Date, May 6, 2015).


 


“London Business
Day” shall mean, for the purpose of determining LIBOR, a day on which banking institutions in the City of London, England
are open for general business (including dealings in foreign exchange and foreign currency deposits).


 


“Maryland Code”
shall mean Maryland Code Annotated, Financial Institutions §11-401 et seq.


 


“Moody’s”
shall mean Moody’s Investors Service, Inc.


 


“Note Balance”
shall mean, at any time, the aggregate principal amount of all Notes Outstanding at such time or the aggregate principal amount
of all Notes of the Controlling Class Outstanding at such time, as the context requires.


 


“Note Depository
Agreement” shall mean the Letter of Representations dated as of the Closing Date, among the Issuer and The Depository
Trust Company, as the initial Clearing Agency, relating to the Notes.


 


“Note Owner”
shall mean, with respect to any Book-Entry Note, the Person who is the beneficial owner of such Book-Entry Note as reflected on
the books of the Clearing Agency or on the books of a Person maintaining an account with such Clearing Agency (directly as a Clearing
Agency Participant or as an indirect participant, in each case in accordance with the rules of such Clearing Agency).


 


“Note Rate”
shall mean, in the case of the Class A-1 Notes, the Class A-1 Rate; in the case of the Class A-2a Notes, the Class A-2a Rate; in
the case of the Class A-2b Notes, the Class A-2b Rate; in the case of the Class A-3 Notes, the Class A-3 Rate; in the case of the
Class A-4 Notes, the Class A-4 Rate; in the case of the Class B Notes, the Class B Rate; in the case of the Class C Notes, the
Class C Rate; and in the case of the Class D Notes, the Class D Rate.


 


“Note Register”
shall have the meaning specified in Section 2.5.


 


“Note Registrar”
shall have the meaning specified in Section 2.5.


 


“Noteholder
FATCA Information” means, with respect to any Noteholder or Note Owner, information sufficient to eliminate the imposition
of, or determine the amount of, U.S. withholding tax under FATCA.


 


“Noteholder
Tax Identification Information” means, with respect to any Noteholder or Note Owner, properly completed and signed tax
certifications (generally, in the case of U.S. Federal Income Tax, IRS Form W-9 (or applicable successor form) in the case of a
person that is a “United States Person” within the meaning of Section 7701(a)(30) of the Code or the appropriate IRS
Form W-8 (or applicable successor form) in the case of a person that is not a “United States Person” within the meaning
of Section 7701(a)(30) of the Code).


 






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“Noteholders”
shall mean the Class A-1 Noteholders, the Class A-2a Noteholders, the Class A-2b Noteholders, the Class A-3 Noteholders, the Class
A-4 Noteholders, the Class B Noteholders, the Class C Noteholders and the Class D Noteholders.


 


“Notes”
shall mean the Class A-1 Notes, the Class A-2a Notes, the Class A-2b Notes, the Class A-3 Notes, the Class A-4 Notes, the Class
B Notes, the Class C Notes and the Class D Notes.


 


“Officer’s
Certificate” shall mean a certificate signed by an Authorized Officer of the Issuer and delivered to the Indenture Trustee,
which certificate shall comply with the applicable requirements of Section 11.1.


 


“Opinion of
Counsel” shall mean one or more written opinions of counsel who may, except as otherwise expressly provided in this Indenture,
be an employee of, or outside counsel to, the Issuer, the Depositor, the Seller or the Servicer and who shall be acceptable to
the Indenture Trustee, which opinion or opinions shall be addressed to the Indenture Trustee as Indenture Trustee, shall comply
with any applicable requirements of Section 11.1 and shall be in form and substance satisfactory to the Indenture Trustee.


 


“Outstanding”
shall mean, as of the date of determination, all Notes theretofore authenticated and delivered under this Indenture except:


 


		(i)	Notes theretofore canceled by the Note Registrar or delivered
to the Note Registrar for cancellation;



 


		(ii)	Notes or portions thereof the payment for which money in
the necessary amount has been theretofore deposited with the Indenture Trustee or any Paying Agent in trust for the Holders of
such Notes; provided, however, that if such Notes are to be redeemed, notice of such redemption must have been duly
given pursuant to this Indenture or provision for such notice must have been made in a manner satisfactory to the Indenture Trustee;
and



 


		(iii)	Notes in exchange for or in lieu of which other Notes have
been authenticated and delivered pursuant to this Indenture unless proof satisfactory to the Indenture Trustee is presented that
any such Notes are held by a “protected purchaser” (as defined in the Relevant UCC); provided, however,
that in determining whether the Holders of the requisite principal amount of the Notes Outstanding have given any request, demand,
authorization, direction, notice, consent or waiver hereunder or under any Transaction Document, Notes owned by the Issuer, any
other obligor upon the Notes, the Depositor, the Seller, the Servicer or any Affiliate of any of the foregoing Persons shall be
disregarded and deemed not to be Outstanding, except that, in determining whether the Indenture Trustee shall be protected in
relying on any such request, demand, authorization, direction, notice, consent or waiver, only Notes that a Responsible Officer
knows to be so owned shall be so disregarded. Notes so owned that have been pledged in good faith may be regarded as Outstanding
if the pledgee establishes to the satisfaction of the Indenture Trustee the pledgee’s right so to act with respect to such
Notes and that the pledgee is not the Issuer, any other obligor upon the Notes, the Depositor, the Seller, the Servicer or any
Affiliate of any of the foregoing Persons.



 






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“Owner Trustee”
shall mean U.S. Bank Trust National Association, a national banking association, not in its individual capacity but solely as Owner
Trustee under the Trust Agreement, and any successor Owner Trustee under the Trust Agreement.


 


“Paying Agent”
shall mean the Indenture Trustee or any other Person that meets the eligibility standards for the Indenture Trustee specified in
Section 6.11 and is authorized by the Issuer to make payments to and distributions from the Collection Account and the Note Payment
Account, including payment of principal of and interest on the Notes, on behalf of the Issuer.


 


“Pennsylvania
Motor Vehicle Sales Finance Company Act” shall mean 69 P.S. §601 et seq.


 


“Predecessor
Note” shall mean, with respect to any particular Note, every previous Note evidencing all or a portion of the same debt
as that evidenced by such particular Note. Any Note authenticated and delivered under Section 2.6 in lieu of a mutilated, lost,
destroyed or stolen Note shall be deemed, for purposes of this definition, to evidence the same debt as the mutilated, lost, destroyed
or stolen Note.


 


“Proceeding”
shall mean any suit in equity, action at law or other judicial or administrative proceeding.


 


“Rating Agency”
shall mean Fitch or Moody’s; provided, however, that if Fitch or Moody’s cease to exist, Rating Agency
shall mean any nationally recognized statistical rating organization or other comparable Person designated by the Issuer, written
notice of which designation shall have been given to the Depositor, the Servicer, the Indenture Trustee and the Owner Trustee.


 


“Rating Agency
Condition” shall mean, with respect to any action, a condition that is satisfied if the person requesting such action
(i) delivers a letter from each Rating Agency to the Depositor, the Seller, the Servicer, the Indenture Trustee and the Owner Trustee
to the effect that such action will not result in a reduction or withdrawal of the then-current rating assigned by such Rating
Agency to any Class of Notes or (ii) provides ten (10) Business Days’ prior written notice of such action to each Rating
Agency and such Rating Agency has not notified the Depositor, the Seller, the Servicer, the Indenture Trustee and the Owner Trustee
in writing that such action will result in a reduction or withdrawal of the then-current rating assigned by such Rating Agency
to any Class of Notes.


 






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“Record Date”
shall mean, with respect to any Distribution Date or Redemption Date, the close of business on the Business Day preceding such
Distribution Date or Redemption Date; provided, however, that if Definitive Notes have been issued pursuant to Section
2.13, Record Date shall mean, with respect to any Distribution Date or Redemption Date, the last day of the preceding Collection
Period.


 


“Redemption
Date” shall mean the Distribution Date specified by the Servicer pursuant to Section 10.1 on which date the Indenture
Trustee shall withdraw any amounts remaining in the Reserve Account and deposit the portion of such amounts payable to the Noteholders
in the Note Payment Account.


 


“Redemption
Price” shall mean, in the case of a redemption of Notes pursuant to Section 10.1, an amount equal to the unpaid principal
amount of the Notes redeemed plus accrued and unpaid interest thereon.


 


“Responsible
Officer” shall mean any managing director, principal, vice president, assistant vice president, assistant secretary,
assistant treasurer or trust officer of the Indenture Trustee or any other officer of the Indenture Trustee customarily performing
functions similar to those performed by any of the above designated officers and, with respect to a particular corporate trust
matter, any other officer of the Indenture Trustee to whom such matter is referred because of such officer’s knowledge of
and familiarity with the particular subject.


 


“Sale and Servicing
Agreement” shall mean the Sale and Servicing Agreement, dated as of May 1, 2015, among the Issuer, the Depositor and
the Servicer.


 


“Seller”
shall mean CarMax, in its capacity as seller of the Receivables under the Receivables Purchase Agreement.


 


“Servicer”
shall mean CarMax, in its capacity as servicer of the Receivables under the Sale and Servicing Agreement, and its successors in
such capacity (including the Indenture Trustee if the Indenture Trustee is appointed successor Servicer pursuant to Section 8.2(a)).


 


“State”
shall mean any of the 50 states of the United States or the District of Columbia.


 


“Successor Servicer”
shall have the meaning specified in Section 3.7(e).


 


“Transaction
Documents” shall mean the Receivables Purchase Agreement, the Trust Agreement, the Sale and Servicing Agreement, the
Certificate of Trust, this Indenture, the Administration Agreement, the Note Depository Agreement and the other documents and certificates
delivered in connection therewith.


 


“Trust Accounts”
shall mean the Collection Account, the Note Payment Account, the Certificate Payment Account and the Reserve Account.


 


“Trust Agreement”
shall mean the Amended and Restated Trust Agreement, dated as of May 1, 2015, between the Depositor and the Owner Trustee.


 






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“Trust Estate”
shall mean all money, instruments, rights and other property that are subject or intended to be subject to the lien and security
interest of this Indenture for the benefit of the Noteholders (including all property and interests Granted to the Indenture Trustee),
including all proceeds thereof.


 


“Trust Fiscal
Year” shall mean the period commencing on March 1 of any year and ending on February 28 (or February 29, if applicable)
of the following year.


 


“Trust Indenture
Act” or “TIA” shall mean the Trust Indenture Act of 1939, as amended.


 


(b)          Except
as otherwise specified herein or as the context may otherwise require, capitalized terms used but not otherwise defined herein
have the respective meanings set forth in, or incorporated by reference into, the Sale and Servicing Agreement or the Trust Agreement
for all purposes of this Indenture.


 


Section
1.2           Incorporation by Reference of Trust Indenture Act.


 


(a)          Whenever
this Indenture refers to a provision of the TIA, that provision is incorporated by reference in and made a part of this Indenture.
The following TIA terms used in this Indenture have the following meanings:


 


		(i)	“Indenture securities” shall mean the
Notes.



 


		(ii)	“Indenture security holder” shall mean
a Noteholder.



 


		(iii)	“Indenture to be qualified” shall mean
this Indenture.



 


		(iv)	“Indenture trustee” or “Institutional
trustee” shall mean the Indenture Trustee.



 


		(v)	“Obligor on the indenture securities”
shall mean the Issuer and any other obligor on the Notes.



 


		(vi)	All other TIA terms used in this Indenture that are defined
in the TIA, defined by TIA reference to another statute or defined by Commission rule have the respective meanings assigned to
them by such definitions.



 


Section
1.3           Rules of Construction.


 


(a)          Unless
the context otherwise requires:


 


		(i)	a term has the meaning assigned to it;



 


		(ii)	an accounting term not otherwise defined has the meaning
assigned to it in accordance with generally accepted accounting principles as in effect from time to time;



 






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		(iii)	“or” is not exclusive;



 


		(iv)	“including” means including without limitation;



 


		(v)	words in the singular include the plural and words in the
plural include the singular;



 


		(vi)	any agreement, instrument or statute defined or referred
to herein or in any instrument or certificate delivered in connection herewith means such agreement, instrument or statute as
from time to time amended, modified or supplemented and includes (in the case of agreements or instruments) references to all
attachments thereto and instruments incorporated therein;



 


		(vii)	references to a Person are also to its successors and permitted
assigns; and



 


		(viii)	Article, Section and Exhibit references contained in this
Indenture are references to Articles, Sections and Exhibits in or to this Indenture unless otherwise specified.



 


Article
II

THE NOTES


 


Section
2.1           Form.


 


(a)          The
Class A-1 Notes, the Class A-2a Notes, the Class A-2b Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes, the Class
C Notes and the Class D Notes, together with the Indenture Trustee’s certificates of authentication, shall be substantially
in the form set forth in Exhibit A-1, Exhibit A-2a, Exhibit A-2b, Exhibit A-3, Exhibit A-4, Exhibit B, Exhibit C and Exhibit D,
respectively, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this
Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon
as may, consistently herewith, be determined by the officers executing such Notes, as evidenced by their execution thereof. Any
portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the
Note.


 


(b)          The
Definitive Notes shall be typewritten, printed, lithographed or engraved, or produced by any combination of these methods (with
or without steel engraved borders), all as determined by the Authorized Officers executing such Notes, as evidenced by their execution
of such Notes.


 


(c)          Each
Note shall be dated the date of its authentication. The terms of the Notes set forth in Exhibit A-1, Exhibit A-2a, Exhibit A-2b,
Exhibit A-3, Exhibit A-4, Exhibit B, Exhibit C and Exhibit D are part of the terms of this Indenture and are incorporated herein
by reference.


 






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Section
2.2           Execution, Authentication and Delivery.


 


(a)          The
Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signatures of any such Authorized Officer
on the Notes may be manual or facsimile.


 


(b)          Notes
bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the
Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery
of such Notes or did not hold such offices on the date of such Notes.


 


(c)          The
Indenture Trustee shall, upon Issuer Order, authenticate and deliver the Class A-1 Notes for original issue in an aggregate principal
amount of $202,000,000, the Class A-2a Notes for original issue in an aggregate principal amount of $192,000,000, the Class A-2b
Notes for original issue in an aggregate principal amount of $192,000,000, the Class A-3 Notes for original issue in an aggregate
principal amount of $384,000,000, the Class A-4 Notes for original issue in an aggregate principal amount of $116,945,000, the
Class B Notes for original issue in an aggregate principal amount of $23,300,000, the Class C Notes for original issue in an aggregate
principal amount of $23,300,000 and the Class D Notes for original issue in an aggregate principal amount of $31,455,000. The aggregate
principal amounts of 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 and Class D Notes outstanding at any time may not exceed those respective amounts except as provided in Section 2.6.


 


(d)          Each
Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in minimum denominations of
$5,000 and in integral multiples of $1,000 in excess thereof.


 


(e)          No
Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such
Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual
signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence,
that such Note has been duly authenticated and delivered hereunder.


 


Section
2.3           Temporary Notes.


 


(a)          Pending
the preparation of Definitive Notes pursuant to Section 2.13, the Issuer may execute, and upon receipt of an Issuer Order the Indenture
Trustee shall authenticate and deliver, temporary Notes that are printed, lithographed, typewritten, mimeographed or otherwise
produced of the tenor of the Definitive Notes in lieu of which they are issued and with such variations not inconsistent with the
terms of this Indenture as the officers executing such Notes may determine, as evidenced by their execution of such Notes.


 


(b)          If
temporary Notes are issued pursuant to Section 2.3(a), the Issuer shall cause Definitive Notes to be prepared without unreasonable
delay. After the preparation of Definitive Notes, the temporary Notes shall be exchangeable for Definitive Notes upon surrender
of the temporary Notes at the office or agency of the Note Registrar to be maintained as provided in Section 3.2, without charge
to the Holder. Upon surrender for cancellation of any one or more temporary Notes, the Issuer shall execute, and the Indenture
Trustee shall authenticate and deliver in exchange therefor, a like principal amount of Definitive Notes of authorized denominations.
Until so exchanged, the temporary Notes shall in all respects be entitled to the same benefits under this Indenture as Definitive
Notes.


 






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Section
2.4           Tax Treatment.


 


(a)          The
Issuer has entered into this Indenture, and the Notes shall be issued, with the intention that, for federal, State and local income
and franchise tax purposes, the Notes shall qualify as indebtedness of the Issuer secured by the Trust Estate. The Issuer, by entering
into this Indenture, and each Noteholder, by its acceptance of a Note (and each Note Owner by its acceptance of an interest in
the applicable Book-Entry Note), agree to treat the Notes as indebtedness of the Issuer for federal, State and local income and
franchise tax purposes.


 


(b)          Each
Noteholder or Note Owner, by its acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, agrees
to provide to the Indenture Trustee, any Paying Agent or the Issuer, upon its request, the Noteholder Tax Identification Information
and, to the extent FATCA Withholding Tax is applicable, the Noteholder FATCA Information.


 


(c)          Each
Noteholder or Note Owner, by its acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, agrees
that the Indenture Trustee has the right to withhold any amounts of interest (properly withholdable under law and without any corresponding
gross-up) payable to a Noteholder or holder of an interest in a Note that fails to comply with the requirements of Section 2.4(b).


 


Section
2.5           Registration; Registration of Transfer and Exchange.


 


(a)          The
Indenture Trustee initially shall be the registrar (the “Note Registrar”) for the purpose of registering Notes
and transfers of Notes as herein provided. The Note Registrar shall cause to be kept a register (the “Note Register”)
in which, subject to such reasonable regulations as it may prescribe, the Note Registrar shall provide for the registration of
Notes and the registration of transfers of Notes. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint
a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar.


 


(b)          If
a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, (i) the Issuer shall give the Indenture
Trustee prompt written notice of the appointment of such Note Registrar and of the location, or any change in the location, of
the Note Register, (ii) the Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to
obtain copies thereof and (iii) the Indenture Trustee shall have the right to rely upon a certificate executed on behalf of the
Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts
and number of such Notes.


 






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(c)          Upon
surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section
3.2, if the requirements of Section 8-401 or 8A-401, as applicable, of the Relevant UCC are met, the Issuer shall execute, and
the Indenture Trustee shall authenticate and deliver to the Noteholder making such surrender, in the name of the designated transferee
or transferees, one or more new Notes of the same Class in any authorized denomination, of a like aggregate principal amount. The
Indenture Trustee may rely upon the Administrator with respect to the determination of whether the requirements of Section 8-401
or 8A-401, as applicable, of the Relevant UCC are met.


 


(d)          At
the option of the Noteholder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, of a like
aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered
for exchange, if the requirements of Section 8-401 or 8A-401, as applicable, of the Relevant UCC are met, the Issuer shall execute,
and the Indenture Trustee shall authenticate and deliver to the Noteholder making such exchange, the Notes which such Noteholder
is entitled to receive. The Indenture Trustee may rely upon the Administrator with respect to the determination of whether the
requirements of Section 8-401 or 8A-401, as applicable, of the Relevant UCC are met.


 


(e)          All
Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, evidencing the
same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer
or exchange.


 


(f)          All
Notes presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written
instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder thereof or such Holder’s
attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting
the requirements of the Note Registrar.


 


(g)          No
service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Indenture Trustee may require
payment by such Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with
any registration of transfer or exchange of Notes, other than exchanges pursuant to Section 2.3 or Section 9.6 not involving any
transfer.


 


(h)          The
Issuer shall not be required to make, and the Note Registrar need not register, transfers or exchanges of Notes selected for redemption
or Notes with respect to which the due date for any payment will occur within fifteen (15) days.


 


(i)          Each
Person who initially acquires a Note (or an interest therein) or to whom a Note (or an interest therein) is transferred will be
deemed to have represented and warranted, by its acceptance of the Note (or an interest therein), that either (a) it is not acquiring
the Note (or an interest therein) with the plan assets of any (i) “employee benefit plan” (as defined in Section 3(3)
of ERISA) subject to the fiduciary requirements of ERISA, (ii) “plan” described in Section 4975(e)(1) of the Code,
including individual retirement accounts and Keogh plans, that is subject to the provisions of Section 4975 of the Code, or (iii)
employee benefit plan or arrangement not subject to Title I of ERISA or Section 4975 of the Code; or (b) the acquisition and holding
of the Note (or an interest therein) will not constitute or result in a non-exempt “prohibited transaction” under Section
406 of ERISA or Section 4975 of the Code or a violation of any substantially similar applicable law.


 






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(j)          Any
purported transfer of a Note not in accordance with this Section 2.5 shall be null and void and shall not be given effect for any
purpose whatsoever.


 


Section
2.6           Mutilated, Destroyed, Lost or Stolen Notes.


 


(a)          If
(i) any mutilated Note is surrendered to the Indenture Trustee, or the Indenture Trustee receives evidence to its satisfaction
of the destruction, loss or theft of any Note, and (ii) there is delivered to the Indenture Trustee such security or indemnity
as may be required by it to hold the Issuer and the Indenture Trustee harmless, then, in the absence of notice to the Issuer, the
Note Registrar or the Indenture Trustee that such Note has been acquired by a “protected purchaser” (as defined in
the Relevant UCC), and provided that the requirements of Section 8-405 or 8A-405, as applicable, of the Relevant UCC are met, the
Issuer shall execute and the Indenture Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated,
destroyed, lost or stolen Note, a replacement Note of the same Class; provided, however, that if any such destroyed,
lost or stolen Note, but not a mutilated Note, shall have become or within seven (7) days of the Indenture Trustee’s receipt
of evidence to its satisfaction of such destruction, loss or theft shall be due and payable, or shall have been called for redemption
in whole pursuant to Section 10.1, instead of issuing a replacement Note of the same Class, the Issuer may pay such destroyed,
lost or stolen Note when so due or payable or upon the Redemption Date without surrender thereof. The Indenture Trustee may conclusively
rely upon the Administrator with respect to the determination of whether the requirements of Section 8-405 or 8A-405, as applicable,
of the Relevant UCC are met. If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen Note pursuant
to the proviso to the preceding sentence, a “protected purchaser” (as defined in the Relevant UCC) of the original
Note in lieu of which such replacement Note was issued presents for payment such original Note, the Issuer and the Indenture Trustee
shall be entitled to recover such replacement Note (or such payment) from the Person to whom such replacement Note was delivered
or any Person taking such replacement Note from such Person to whom such replacement Note was delivered or any assignee of such
Person, except a “protected purchaser” (as defined in the Relevant UCC), and shall be entitled to recover upon the
security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Issuer or the Indenture
Trustee in connection therewith.


 


(b)          Upon
the issuance of any replacement Note under this Section 2.6, the Issuer may require the payment by the Holder of such Note of a
sum sufficient to cover any tax or other governmental charge that may be imposed in connection with such issuance and any other
reasonable expenses (including the fees and expenses of the Indenture Trustee) related thereto.


 


(c)          Every
replacement Note issued pursuant to this Section 2.6 in replacement of any mutilated, destroyed, lost or stolen Note shall constitute
an original additional contractual obligation of the Issuer, whether or not the mutilated, destroyed, lost or stolen Note shall
be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with
any and all other Notes duly issued hereunder.


 






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(d)          The
provisions of this Section 2.6 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect
to the replacement or payment of mutilated, destroyed, lost or stolen Notes.


 


Section
2.7           Persons Deemed Owners.
Prior to due presentation of a Note for registration of transfer, the Issuer, the Indenture Trustee and any agent of the Issuer
or the Indenture Trustee may, subject to Section 2.6, treat the Person in whose name such Note is registered in the Note Register
(as of the day of determination) as the owner of such Note for the purpose of receiving payments of principal of and interest
on such Note and for all other purposes whatsoever, whether or not such Note shall be overdue, and none of the Issuer, the Indenture
Trustee or any agent of the Issuer or the Indenture Trustee shall be affected by any notice to the contrary.


 


Section
2.8           Payments.


 


(a)          Prior
to any acceleration of the Notes pursuant to Section 5.2, on each Distribution Date, upon receipt of written instructions from
the Servicer pursuant to Section 4.6(d) of the Sale and Servicing Agreement, the Indenture Trustee (or, if the Indenture Trustee
is not the Paying Agent, the Paying Agent) shall apply the Available Funds for such Distribution Date to make the following payments
and deposits in the following order of priority:


 


		(i)	to the Servicer, the Total Servicing Fee for the preceding
Collection Period and any Unreimbursed Servicer Advances for the preceding Collection Period;



 


		(ii)	if the Indenture Trustee has become the Servicer pursuant
to Section 8.2 of the Sale and Servicing Agreement, to the Indenture Trustee, (a) any amounts due in connection with indemnification
of the Indenture Trustee as Successor Servicer and not paid pursuant to Section 7.2 of the Sale and Servicing Agreement and (b)
any unpaid Transition Costs due to the Indenture Trustee as Successor Servicer in connection with such transfer of servicing and
not paid pursuant to Section 8.2(b) of the Sale and Servicing Agreement; provided, however, that total payments
pursuant to clauses (a) and (b) of this clause (ii) shall not exceed $175,000 in the aggregate;



 


		(iii)	to the Note Payment Account, for payment of interest on
each Class of the Class A Notes, the Total Note Interest for each Class of the Class A Notes for such Distribution Date;



 


		(iv)	to the Note Payment Account, for payment of principal of
the Notes in the priority set forth in Section 2.8(d), the Priority Principal Distributable Amount, if any, for such Distribution
Date;



 


		(v)	to the Note Payment Account, for payment of interest on
the Class B Notes, the Total Note Interest for the Class B Notes for such Distribution Date;



 






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		(vi)	to the Note Payment Account, for payment of principal of
the Notes in the priority set forth in Section 2.8(d), the Secondary Principal Distributable Amount, if any, for such Distribution
Date;



 


		(vii)	to the Note Payment Account, for payment of interest on
the Class C Notes, the Total Note Interest for the Class C Notes for such Distribution Date;



 


		(viii)	to the Note Payment Account, for payment of principal of
the Notes in the priority set forth in Section 2.8(d), the Tertiary Principal Distributable Amount, if any, for such Distribution
Date;



 


		(ix)	to the Note Payment Account, for payment of interest on
the Class D Notes, the Total Note Interest for the Class D Notes for such Distribution Date;



 


		(x)	to the Note Payment Account, for payment of principal of
the Notes in the priority set forth in Section 2.8(d), the Quaternary Principal Distributable Amount, if any, for such Distribution
Date;



 


		(xi)	to the Reserve Account, the Reserve Account Deficiency,
if any, for such Distribution Date;



 


		(xii)	to the Note Payment Account, for payment of principal of
the Notes in the priority set forth in Section 2.8(d), the Regular Principal Distributable Amount, if any, for such Distribution
Date;



 


		(xiii)	if the Indenture Trustee or any other Successor Servicer
has become the Servicer pursuant to Section 8.2 of the Sale and Servicing Agreement, to the Indenture Trustee or such other Successor
Servicer, as applicable, any Transition Costs due to the Indenture Trustee in connection with such transfer of servicing and not
paid pursuant to Section 8.2(b) of the Sale and Servicing Agreement that are in excess of the cap described in clause (ii) above
plus any Transition Costs due to such other Successor Servicer in connection with such transfer of servicing and not paid
pursuant to Section 8.2(b) of the Sale and Servicing Agreement plus the Additional Servicing Fee, if any, for the preceding
Collection Period;



 


		(xiv)	to the Indenture Trustee, any amounts due in connection
with indemnification of the Indenture Trustee if it has become the Successor Servicer and not paid pursuant to Section 7.2 of
the Sale and Servicing Agreement that are in excess of the cap described in clause (ii) above; and



 






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		(xv)	unless the Notes have been declared immediately due and
payable following an Event of Default, to the Certificate Payment Account, for payment to the Certificateholders, or, if the Notes
have been declared immediately due and payable following an Event of Default, to the Note Payment Account, for payment to the
Noteholders, any remaining Available Funds (the “Excess Collections”).



 


(b)          Notwithstanding
any other provision of this Section 2.8 and except as provided in Section 5.5, following the occurrence and during the continuation
of an Event of Default which has resulted in an acceleration of the Notes, the Indenture Trustee shall apply all Available Funds
pursuant to Section 5.4(b).


 


(c)          If
the amount on deposit in the Note Payment Account (including any portion of the Reserve Account Draw Amount) on any Distribution
Date is less than the amount described in clause (iii) above for such Distribution Date, the Indenture Trustee shall pay the available
amount to the Holders of each Class of Class A Notes pro rata based on the Total Note Interest payable to such Class on such Distribution
Date.


 


(d)          The
principal of each Note shall be payable in installments on each Distribution Date in an aggregate amount (unless the Notes have
been declared immediately due and payable following an Event of Default) for all Classes of Notes equal to the sum of the Priority
Principal Distributable Amount, the Secondary Principal Distributable Amount, the Tertiary Principal Distributable Amount, the
Quaternary Principal Distributable Amount and the Regular Principal Distributable Amount, in each case for such Distribution Date.
On each Distribution Date (unless the Notes have been declared immediately due and payable following an Event of Default), upon
receipt of instructions from the Servicer pursuant to Section 4.6(d) of the Sale and Servicing Agreement, the Indenture Trustee
(or, if the Indenture Trustee is not the Paying Agent, the Paying Agent) shall apply or cause to be applied the amount on deposit
in the Note Payment Account on such Distribution Date in respect of the Priority Principal Distributable Amount, the Secondary
Principal Distributable Amount, the Tertiary Principal Distributable Amount, the Quaternary Principal Distributable Amount and
the Regular Principal Distributable Amount, in each case for such Distribution Date, to make the following payments in the following
order of priority:


 


		(i)	to the Class A-1 Noteholders until the principal amount
of the Class A-1 Notes has been paid in full;



 


		(ii)	to the Class A-2a Noteholders and the Class A-2b Noteholders,
ratably, until the principal amount of the Class A-2a Notes and the Class A-2b Notes has been paid in full;



 


		(iii)	to the Class A-3 Noteholders until the principal amount
of the Class A-3 Notes has been paid in full;



 


		(iv)	to the Class A-4 Noteholders until the principal amount
of the Class A-4 Notes has been paid in full;



 


		(v)	to the Class B Noteholders until the principal amount of
the Class B Notes has been paid in full;



 






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		(vi)	to the Class C Noteholders until the principal amount of
the Class C Notes has been paid in full; and



 


		(vii)	to the Class D Noteholders until the principal amount of
the Class D Notes has been paid in full.



 


(e)          The
unpaid principal amount of the Class A-1 Notes, to the extent not previously paid, shall be due and payable on the Class A-1 Final
Distribution Date, the principal amount of the Class A-2a Notes, to the extent not previously paid, shall be due and payable on
the Class A-2a Final Distribution Date, the principal amount of the Class A-2b Notes, to the extent not previously paid, shall
be due and payable on the Class A-2b Final Distribution Date, the principal amount of the Class A-3 Notes, to the extent not previously
paid, shall be due and payable on the Class A-3 Final Distribution Date, the principal amount of the Class A-4 Notes, to the extent
not previously paid, shall be due and payable on the Class A-4 Final Distribution Date, the principal amount of the Class B Notes,
to the extent not previously paid, shall be due and payable on the Class B Final Distribution Date, the principal amount of the
Class C Notes, to the extent not previously paid, shall be due and payable on the Class C Final Distribution Date and the principal
amount of the Class D Notes, to the extent not previously paid, shall be due and payable on the Class D Final Distribution Date.


 


(f)          The
Class A-1 Notes, the Class A-2a Notes, the Class A-2b Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes, the Class
C Notes and the Class D Notes shall accrue interest during each Accrual Period at the Class A-1 Rate, the Class A-2a Rate, the
Class A-2b Rate, the Class A-3 Rate, the Class A-4 Rate, the Class B Rate, the Class C Rate and the Class D Rate, respectively,
and such interest shall be due and payable on each Distribution Date. Interest on the Class A-1 Notes and the Class A-2b Notes
shall be calculated on the basis of the actual number of days elapsed and a 360-day year. Interest on the Class A-2a Notes, the
Class A-3 Notes, the Class A-4 Notes, the Class B Notes, the Class C Notes and the Class D Notes shall be calculated on the basis
of a 360-day year of twelve 30-day months. Subject to Section 3.1, any installment of interest or principal, if any, payable on
any Note that is punctually paid or duly provided for on the applicable Distribution Date shall be paid to the Person in whose
name such Note (or one or more Predecessor Notes) is registered on the related Record Date by check mailed first-class postage
prepaid to such Person’s address as it appears on the Note Register on such Record Date or by wire transfer in immediately
available funds to the account designated in writing to the Indenture Trustee by such Person at least five Business Days prior
to the related Record Date; provided, however, that, unless Definitive Notes have been issued pursuant to Section
2.13, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee
to be Cede & Co.), payment shall be made by wire transfer in immediately available funds to the account designated by such
Person, and except for the final installment of principal payable with respect to such Note on a Distribution Date or on the related
Class Final Distribution Date (and except for the Redemption Price for any Note called for redemption in whole pursuant to Section
10.1(a) or Section 10.2(b)), which shall be payable as provided below. The funds represented by any such checks returned undelivered
shall be held in accordance with Section 3.3. The Indenture Trustee (or, if the Indenture Trustee is not the Paying Agent, the
Paying Agent) shall pay all Total Note Interest for any Distribution Date to the Holders of the Notes on the related Record Date
even if a portion of such Total Note Interest relates to an earlier Distribution Date.


 






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(g)          All
principal and interest payments on each Class of Notes shall be made pro rata to the Holders of such Class. The Indenture
Trustee shall, before the Distribution Date on which the Issuer expects to pay the final installment of principal of and interest
on any Note, notify the Holder of such Note as of the related Record Date of such final installment. Such notice shall be mailed
or transmitted by facsimile and shall specify that such final installment shall be payable only upon presentation and surrender
of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices
in connection with redemption of Notes shall be mailed to Noteholders as provided in Section 10.2.


 


(h)          Notwithstanding
the foregoing, the unpaid principal amount of the Notes shall be due and payable, to the extent not previously paid, on the date
on which the Notes have been declared immediately due and payable following an Event of Default. On each Distribution Date following
acceleration of the Notes, upon receipt of instructions from the Servicer pursuant to Section 4.6(d) of the Sale and Servicing
Agreement, the Indenture Trustee (or, if the Indenture Trustee is not the Paying Agent, the Paying Agent) shall apply or cause
to be applied the amount on deposit in the Note Payment Account on such Distribution Date in respect of principal together with
all Excess Collections, if any, to make the following payments in the following order of priority:


 


		(i)	to the Class A-1 Noteholders until the principal amount
of the Class A-1 Notes has been paid in full;



 


		(ii)	to the Holders of each Class of the remaining Class A Notes,
pro rata based on the outstanding principal amount of such Class as of such Distribution Date, until the principal
amount of each such Class of the remaining Class A Notes has been paid in full;



 


		(iii)	to the Class B Noteholders until the principal amount of
the Class B Notes has been paid in full;



 


		(iv)	to the Class C Noteholders until the principal amount of
the Class C Notes has been paid in full; and



 


		(v)	to the Class D Noteholders until the principal amount of
the Class D Notes has been paid in full.



 


(i)          The
Indenture Trustee (or, if the Indenture Trustee is not the Paying Agent, the Paying Agent) shall transfer amounts from the Reserve
Account and deposit amounts transferred from the Reserve Account, in each case at the written direction of the Servicer and on
behalf of the Noteholders, in accordance with the Sale and Servicing Agreement.


 


Section
2.9           Cancellation.
All Notes surrendered for payment, registration of transfer, exchange or redemption in whole pursuant to Section 10.1(a) or Section
10.2(b) shall, if surrendered to any Person other than the Indenture Trustee, be delivered to the Indenture Trustee and shall
be promptly canceled by the Indenture Trustee. The Issuer may at any time deliver to the Indenture Trustee for cancellation any
Notes previously authenticated and delivered hereunder which the Issuer may have acquired in any manner whatsoever, and all Notes
so delivered shall be promptly canceled by the Indenture Trustee. No Notes shall be authenticated in lieu of or in exchange for
any Notes canceled as provided in this Section 2.9, except as expressly permitted by this Indenture. All canceled Notes may be
held or disposed of by the Indenture Trustee in accordance with its standard retention or disposal policy as in effect at the
time unless the Issuer shall direct by an Issuer Order that they be destroyed or returned to it, provided that such Issuer Order
is timely and the Notes have not been previously disposed of by the Indenture Trustee.


 






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Section
2.10         Release of Collateral.
Subject to Section 11.1 and the terms of the Transaction Documents, the Indenture Trustee shall release property from the lien
of this Indenture only upon receipt of an Issuer Request (which shall include delivery instructions and other relevant information)
accompanied by an Officer’s Certificate, an Opinion of Counsel and Independent Certificates in accordance with TIA Sections
314(c) and 314(d)(1) or an Opinion of Counsel in lieu of such Independent Certificates to the effect that the TIA does not require
any such Independent Certificates. If the Commission shall issue an exemptive order under TIA Section 304(d) modifying the Indenture
Trustee’s obligations under TIA Sections 314(c) and 314(d)(1), the Indenture Trustee shall release property from the lien
of this Indenture in accordance with the conditions and procedures set forth in such exemptive order.


 


Section
2.11         Book-Entry Notes.
The Notes, upon original issuance, shall be issued in the form of typewritten Notes representing Book-Entry Notes, to be delivered
to The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuer. The Book-Entry Notes shall be such
Notes registered initially or from time to time on the Note Register in the name of Cede & Co., the nominee of the initial
Clearing Agency, and no Note Owner thereof shall receive a definitive Note representing such Note Owner’s interest in such
Note, except as provided in Section 2.13. Unless and until definitive, fully registered Notes (the “Definitive Notes”)
have been issued to such Note Owners pursuant to Section 2.13:


 


		(i)	the provisions of this Section 2.11 shall be in full force
and effect;



 


		(ii)	the Note Registrar and the Indenture Trustee shall be entitled
to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the
Notes and the giving of instructions or directions hereunder) as the sole Holder of the Notes, and shall have no obligation to
the Note Owners;



 


		(iii)	to the extent that the provisions of this Section 2.11
conflict with any other provisions of this Indenture, the provisions of this Section 2.11 shall control;



 


		(iv)	the rights of Note Owners shall be exercised only through
the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing
Agency and/or the Clearing Agency Participants pursuant to the Note Depository Agreement; unless and until Definitive Notes are
issued pursuant to Section 2.13, the initial Clearing Agency shall make book-entry transfers among the Clearing Agency Participants
and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and



 






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		(v)	whenever this Indenture requires or permits actions to
be taken based upon written instructions or directions of Holders of Notes (or Holders of Notes of any Class thereof, including
the Controlling Class) evidencing a specified percentage of the principal amount of the Notes or any Class of Notes Outstanding,
the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such
effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of
the beneficial interest in the Notes or such Class of Notes and has delivered such instructions to the Indenture Trustee.



 


Section
2.12         Notices to Clearing Agency.
Whenever a notice or other communication to the Noteholders is required under this Indenture, unless and until Definitive Notes
shall have been issued to such Note Owners pursuant to Section 2.13, the Indenture Trustee shall give all such notices and communications
specified herein to be given to Holders of the Notes to the Clearing Agency, and shall have no obligation to such Note Owners.


 


Section
2.13         Definitive Notes.
If (i) the Administrator or the Servicer advises the Indenture Trustee in writing that the Clearing Agency is no longer willing
or able to properly discharge its responsibilities with respect to the Book-Entry Notes and the Indenture Trustee or the Administrator
is unable to locate a qualified successor or (ii) after the occurrence of an Event of Default or an Event of Servicing Termination,
Note Owners of the Book-Entry Notes representing beneficial interests aggregating not less than 51% of the principal amount of
such Notes advise the Indenture Trustee and the Clearing Agency in writing that the continuation of a book-entry system through
the Clearing Agency is no longer in the best interests of such Note Owners, then the Clearing Agency shall notify all Note Owners
and the Indenture Trustee in writing of the occurrence of such event and of the availability of Definitive Notes to Note Owners
requesting the same. Upon surrender to the Indenture Trustee of the typewritten Notes representing the Book-Entry Notes by the
Clearing Agency, accompanied by registration instructions, the Issuer, at its own expense, shall execute and deliver the Definitive
Notes to the Indenture Trustee and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions
of the Clearing Agency. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery
of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance
of Definitive Notes, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders.


 


Section
2.14         Authenticating Agents.


 


(a)          The
Indenture Trustee may appoint one or more Persons (each, an “Authenticating Agent”) with power to act on its
behalf and subject to its direction in the authentication of Notes in connection with issuance, transfers and exchanges under Section
2.2, Section 2.3, Section 2.5 and Section 2.6, as fully to all intents and purposes as though each such Authenticating Agent had
been expressly authorized by those Sections to authenticate such Notes. For all purposes of this Indenture, the authentication
of Notes by an Authenticating Agent pursuant to this Section 2.14 shall be deemed to be the authentication of Notes “by the
Indenture Trustee”.


 






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(b)          Any
entity into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any entity resulting
from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any entity succeeding to all
or substantially all of the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating
Agent hereunder, without the execution or filing of any document or any further act on the part of the parties hereto or such Authenticating
Agent or such successor entity.


 


(c)          Any
Authenticating Agent may at any time resign by giving written notice of resignation to the Indenture Trustee and the Owner Trustee.
The Indenture Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination
to such Authenticating Agent and the Owner Trustee. Upon receiving such notice of resignation or upon such a termination, the Indenture
Trustee may appoint a successor Authenticating Agent and shall give written notice of any such appointment to the Owner Trustee.


 


(d)          The
Administrator agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services. The provisions
of Section 2.9 and Section 6.4 shall be applicable to any Authenticating Agent.


 


Section
2.15         Calculation Agent.


 


(a)          The
Issuer hereby agrees that, for so long as any of the Class A-2b Notes remain Outstanding, the Issuer will at all times cause there
to be an agent appointed to calculate LIBOR in respect of each Accrual Period (the “Calculation Agent”), which
agent shall (i) be a financial institution, subject to supervision or examination by federal or state authority, (ii) have a rating
of at least “BBB+” by Fitch (if rated by Fitch) and “Baa1” by Moody’s, (iii) have an office within
the United States and (iv) be engaged generally in transactions in U.S. Eurodollar deposits in the international Eurodollar market.


 


(b)          The
Issuer hereby appoints the Indenture Trustee as Calculation Agent for purposes of determining LIBOR on each LIBOR Determination
Date for each Accrual Period.


 


(c)          The
Calculation Agent may be removed by the Issuer at any time. If the Calculation Agent is unable or unwilling to act as such, is
removed by the Issuer or fails to determine LIBOR for any Accrual Period, the Issuer will promptly appoint a replacement Calculation
Agent. The Calculation Agent may not resign its duties without a successor having been duly appointed.


 


(d)          The
Calculation Agent shall, as soon as possible after 11:00 a.m. (London time) on each LIBOR Determination Date, but in no event later
than 11:00 a.m. (London time) on the Business Day immediately following each LIBOR Determination Date, calculate LIBOR for the
related Accrual Period and will communicate such rate to the Issuer, the Servicer and the Indenture Trustee (if the Indenture Trustee
is not acting as Calculation Agent).


 






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Article
III

COVENANTS


 


Section
3.1           Payment of Principal and Interest.
The Issuer shall duly and punctually pay the principal of and interest, if any, on the Notes in accordance with the terms of the
Notes and this Indenture. Amounts properly withheld under the Code by any Person from a payment to any Noteholder of interest
and/or principal shall be considered as having been paid by the Issuer to such Noteholder for all purposes of this Indenture.


 


Section
3.2           Maintenance of Office or Agency.
The Note Registrar shall maintain in the Borough of Manhattan, The City of New York, an office or agency where Notes may be surrendered
for registration of transfer or exchange, and where notices and demands to or upon the Note Registrar in respect of the Notes
and this Indenture may be served. The Note Registrar shall give prompt written notice to the Issuer, the Depositor and the Indenture
Trustee of the location, and of any change in the location, of any such office or agency. If, at any time, the Issuer and the
Note Registrar shall fail to maintain any such office or agency or shall fail to furnish the Indenture Trustee with the address
thereof, such surrenders, notices and demands may be made or served at the Corporate Trust Office, and the Issuer hereby appoints
the Indenture Trustee as its agent to receive all such surrenders, notices and demands.


 


Section
3.3           Money for Payments To Be Held in Trust.


 


(a)          As
provided in Section 8.2, all payments of amounts due and payable with respect to the Notes that are to be made from amounts withdrawn
from the applicable Trust Accounts shall be made on behalf of the Issuer by the Indenture Trustee or by another Paying Agent, and
no amounts so withdrawn from the applicable Trust Accounts shall be paid over to the Issuer, except as provided in this Section
3.3.


 


(b)          On
or before each Distribution Date and Redemption Date, the Issuer shall deposit or cause to be deposited in the Note Payment Account
an aggregate sum sufficient to pay the amounts then becoming due under the Notes, such sum to be held in trust for the benefit
of the Persons entitled thereto, and (unless the Paying Agent is the Indenture Trustee) shall promptly notify the Indenture Trustee
of its action or failure so to act.


 


(c)          The
Issuer shall cause each Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee an instrument
in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby
so agrees), subject to the provisions of this Section 3.3, that such Paying Agent shall:


 


		(i)	hold all sums held by it for the payment of amounts due
with respect to the Notes in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons
or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided;



 






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		(ii)	give the Indenture Trustee notice of any default by the
Issuer (or any other obligor upon the Notes) of which it has actual knowledge in the making of any payment required to be made
with respect to the Notes;



 


		(iii)	at any time during the continuance of any such default,
upon the written request of the Indenture Trustee, forthwith pay to the Indenture Trustee all sums so held in trust by such Paying
Agent;



 


		(iv)	immediately resign as a Paying Agent and forthwith pay
to the Indenture Trustee all sums held by it in trust for payment of the Notes if at any time it ceases to meet the standards
required to be met by a Paying Agent at the time of its appointment; and



 


		(v)	comply with all requirements of the Code and any State
or local tax law with respect to the withholding from any payments made by it on the Notes of any applicable withholding taxes
imposed thereon and with respect to any applicable reporting requirements in connection therewith.



 


(d)          The
Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose,
by Issuer Order direct any Paying Agent to pay to the Indenture Trustee all sums held in trust by such Paying Agent, such sums
to be held by the Indenture Trustee upon the same trusts as those upon which such sums were held by such Paying Agent, and upon
such payment by any Paying Agent to the Indenture Trustee, such Paying Agent shall be released from all further liability with
respect to such sums.


 


(e)          Subject
to applicable laws with respect to escheat of funds, any money held by the Indenture Trustee or any Paying Agent in trust for the
payment of any amount due with respect to any Note and remaining unclaimed for two (2) years after such amount has become due and
payable shall be discharged from such trust and be paid to the Issuer on Issuer Request, and the Holder of such Note shall thereafter,
as an unsecured general creditor, look only to the Issuer for payment thereof (but only to the extent of the amounts so paid to
the Issuer), and all liability of the Indenture Trustee or such Paying Agent with respect to such trust money shall thereupon cease;
provided, however, that the Indenture Trustee or such Paying Agent, before being required to make any such repayment,
shall at the expense and direction of the Issuer cause to be published once, in a newspaper published in the English language,
customarily published on each Business Day and of general circulation in The City of New York, notice that such money remains unclaimed
and that, after a date specified therein, which shall not be less than thirty (30) days from the date of such publication, any
unclaimed balance of such money then remaining shall be repaid to the Issuer. The Indenture Trustee shall also adopt and employ,
at the expense and direction of the Issuer, any other reasonable means of notification of such repayment (including mailing notice
of such repayment to Holders whose Notes have been called but have not been surrendered for redemption in whole pursuant to Section
10.1 or whose right to or interest in monies due and payable but not claimed is determinable from the records of the Indenture
Trustee or of any Paying Agent at the last address of record for each such Holder).


 






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Section
3.4           Existence.
The Issuer shall keep in full effect its existence, rights and franchises as a statutory trust under the laws of the State of
Delaware (unless it becomes, or any successor Issuer hereunder is or becomes, organized under the laws of any other State or of
the United States, in which case the Issuer shall keep in full effect its existence, rights and franchises under the laws of such
other jurisdiction) and shall obtain and preserve its qualification to do business in each jurisdiction in which such qualification
is or shall be necessary to protect the validity and enforceability of this Indenture, the Notes, the Collateral and each other
instrument or agreement included in the Trust Estate.


 


Section
3.5           Protection of Trust Estate.


 


(a)          The
Issuer shall from time to time authorize, execute and deliver all such supplements and amendments hereto and all such financing
statements, continuation statements, instruments of further assurance and other instruments, and shall take such other action,
necessary or advisable to:


 


		(i)	maintain or preserve the lien and security interest (and
the priority thereof) of this Indenture or carry out more effectively the purposes hereof;



 


		(ii)	perfect, publish notice of or protect the validity of any
Grant made or to be made by this Indenture;



 


		(iii)	enforce any of the Collateral; or



 


		(iv)	preserve and defend title to the Trust Estate and the rights
of the Indenture Trustee and the Noteholders in the Trust Estate against the claims of all Persons.



 


(b)          The
Issuer hereby authorizes the Indenture Trustee to file any financing statement or continuation statement required pursuant to this
Section 3.5 and designates the Indenture Trustee as its agent and attorney-in-fact to execute any other instrument required to
be executed pursuant to this Section 3.5. The Issuer further hereby authorizes the Indenture Trustee to file any financing statement
and amendments thereto that indicate the Collateral (A) as all assets of the Issuer, all personal property of the Issuer or words
of similar effect, regardless of whether any particular asset included in the Collateral falls within the scope of Article 9 of
the Relevant UCC, or (B) as being of an equal or lesser scope or with greater detail.


 


Section
3.6           Opinions as to Trust Estate.


 


(a)          On
the Closing Date, the Issuer shall deliver to the Indenture Trustee an Opinion of Counsel substantially in the form attached as
Exhibit E.


 






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(b)          On
or before March 31 of each year (commencing with the year 2016), the Issuer shall deliver to the Depositor and the Indenture Trustee
an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording,
filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and with
respect to the authorization and filing of any financing statements and continuation statements as is necessary to maintain the
lien and security interest created by this Indenture and reciting the details of such action or stating that, in the opinion of
such counsel, no such action is necessary to maintain such lien and security interest. Such Opinion of Counsel shall also describe
the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite
documents and the authorization and filing of any financing statements and continuation statements that shall, in the opinion of
such counsel, be required to maintain the lien and security interest of this Indenture until March 31 in the following year.


 


Section
3.7           Performance of Obligations; Servicing of Receivables.


 


(a)          The
Issuer shall not take any action and shall use its best efforts not to permit any action to be taken by others that would release
any Person from any of such Person’s material covenants or obligations under any instrument or agreement included in the
Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity
or effectiveness of, any such instrument or agreement, except as expressly provided in this Indenture and the other Transaction
Documents.


 


(b)          The
Issuer may contract with other Persons to assist it in performing its duties under this Indenture, and any performance of such
duties by a Person identified to the Indenture Trustee in an Officer’s Certificate shall be deemed to be action taken by
the Issuer. Initially, the Issuer has contracted with the Servicer and the Administrator to assist the Issuer in performing its
duties under this Indenture.


 


(c)          The
Issuer shall punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Transaction
Documents and the instruments and agreements included in the Trust Estate, including filing or causing to be filed all financing
statements and continuation statements required to be filed under the Relevant UCC by the terms of this Indenture and the Sale
and Servicing Agreement in accordance with and within the time periods provided for herein and therein.


 


(d)          If
the Issuer shall have knowledge of the occurrence of an Event of Servicing Termination, the Issuer shall promptly notify the Depositor,
the Indenture Trustee, the Rating Agencies and the Administrator in writing of such event and shall specify in such notice the
action, if any, the Issuer is taking in respect of such default. If an Event of Servicing Termination shall arise from the failure
of the Servicer to perform any of its duties or obligations under the Sale and Servicing Agreement with respect to the Receivables,
the Issuer shall take all reasonable steps available to it to remedy such failure.


 






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(e)          As
promptly as possible after the giving of notice of termination to the Servicer of the Servicer’s rights and powers pursuant
to Section 8.1 of the Sale and Servicing Agreement, the Issuer may (subject to the rights of the Indenture Trustee to direct such
appointment pursuant to Section 8.2 of the Sale and Servicing Agreement) appoint a successor servicer (the “Successor
Servicer”), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to
the Indenture Trustee. In the event that a Successor Servicer has not been appointed or has not accepted its appointment at the
time when the Servicer ceases to act as Servicer, the Indenture Trustee, without further action, shall be the successor to the
Servicer in all respects in accordance with Section 8.2 of the Sale and Servicing Agreement. The Indenture Trustee may resign as
the Servicer by giving written notice of such resignation to the Issuer and in such event shall be released from such duties and
obligations, such release not to be effective until the date a new servicer enters into a servicing agreement with the Issuer as
provided below. Upon delivery of any such notice to the Issuer, the Issuer shall obtain a new servicer as the Successor Servicer
under the Sale and Servicing Agreement. Any Successor Servicer (other than the Indenture Trustee) shall (i) be an established financial
institution having a net worth of not less than $50,000,000 and whose regular business includes the servicing of motor vehicle
installment sale contracts and (ii) enter into a servicing agreement with the Issuer having substantially the same provisions as
the provisions of the Sale and Servicing Agreement applicable to the Servicer. If, within thirty (30) days after the delivery of
the notice referred to above, the Issuer shall not have obtained such a new servicer, the Indenture Trustee may appoint, or may
petition a court of competent jurisdiction to appoint, a Successor Servicer. In connection with any such appointment, the Indenture
Trustee may make such arrangements for the compensation of such successor as it and such successor shall agree, subject to the
limitations set forth below and in the Sale and Servicing Agreement, and, in accordance with Section 8.2 of the Sale and Servicing
Agreement, the Issuer shall enter into an agreement with such successor for the servicing of the Receivables (such agreement to
be in form and substance satisfactory to the Indenture Trustee). If the Indenture Trustee shall succeed to the Servicer’s
duties as servicer of the Receivables as provided herein, it shall do so in its individual capacity and not in its capacity as
Indenture Trustee and, accordingly, the provisions of Article VI shall be inapplicable to the Indenture Trustee in its duties as
the successor to the Servicer and the servicing of the Receivables. In case the Indenture Trustee shall become successor to the
Servicer under the Sale and Servicing Agreement, the Indenture Trustee shall be entitled to appoint as Servicer any one of its
Affiliates; provided, however, that the Indenture Trustee, in its capacity as the Servicer, shall be fully liable for the actions
and omissions of such Affiliate in such capacity as Successor Servicer. Notwithstanding any other provisions of this Indenture
to the contrary, in no event shall the Indenture Trustee be liable for any servicing fee or for any differential in the amount
of the servicing fee paid under the Sale and Servicing Agreement and the amount necessary to induce any Successor Servicer to act
as Successor Servicer under the Sale and Servicing Agreement.


 


(f)          Upon
any termination of the Servicer’s rights and powers pursuant to Section 8.1 of the Sale and Servicing Agreement, the Issuer
shall promptly notify the Depositor, the Indenture Trustee, the Administrator and the Rating Agencies in writing of such termination.
Upon any appointment of a Successor Servicer by the Issuer, the Issuer shall promptly notify the Depositor, the Indenture Trustee,
the Administrator and the Rating Agencies in writing of such appointment, specifying in such notice the name and address of such
Successor Servicer.


 


(g)          The
Issuer shall not waive timely performance by the Depositor, the Seller or the Servicer of their respective obligations under the
Transaction Documents if such waiver would reasonably be expected to materially adversely affect the interests of the Noteholders.


 


Section
3.8           Negative Covenants.


 


(a)          If
any Notes are Outstanding, the Issuer shall not:


 






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		(i)	except as expressly permitted by this Indenture, the Trust
Agreement, the Receivables Purchase Agreement or the Sale and Servicing Agreement, sell, transfer, exchange or otherwise dispose
of any of the properties or assets of the Issuer, including those included in the Trust Estate, unless directed to do so in writing
by the Indenture Trustee;



 


		(ii)	claim any credit on, or make any deduction from the principal
or interest payable in respect of, the Notes (other than amounts properly withheld from such payments under the Code or applicable
State law) or assert any claim against any present or former Noteholder by reason of the payment of taxes levied or assessed upon
the Issuer;



 


		(iii)	dissolve or liquidate in whole or in part;



 


		(iv)	(A) permit the validity or effectiveness of this Indenture
to be impaired, or permit the lien of this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit
any Person to be released from any covenants or obligations with respect to the Notes under this Indenture except as may be expressly
permitted hereby, (B) permit any lien (including any lien arising in connection with any tax imposed under HB3), charge, excise,
claim, security interest, mortgage or other encumbrance (other than the lien of this Indenture) to be created on or extend to
or otherwise arise upon or burden the Trust Estate or any part thereof or any interest therein or the proceeds thereof (other
than tax liens, mechanics’ liens and other liens that arise by operation of law, in each case on any of the Financed Vehicles
and arising solely as a result of an action or omission of the related Obligor) or (C) permit the lien of this Indenture not to
constitute a valid and perfected first priority (other than with respect to any such tax, mechanics’ or other lien) security
interest in the Trust Estate;



 


		(v)	engage in any activities other than financing, acquiring,
owning, pledging and managing the Receivables as contemplated by the Receivables Purchase Agreement, the Trust Agreement, the
Sale and Servicing Agreement and this Indenture and activities incidental to such activities; or



 


		(vi)	incur, assume or guarantee any indebtedness other than
the indebtedness evidenced by the Notes or indebtedness otherwise permitted by the Receivables Purchase Agreement, the Trust Agreement,
the Sale and Servicing Agreement or this Indenture.



 






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Section
3.9           Annual Statement as to Compliance.


 


(a)          On
or before May 31 of each year (commencing with the year 2016), the Issuer shall deliver to the Depositor and the Indenture Trustee
an Officer’s Certificate stating, as to the Authorized Officer signing such Officer’s Certificate, that:


 


		(i)	a review of the activities of the Issuer during the preceding
Trust Fiscal Year (or, in the case of the Officer’s Certificate to be delivered in the year 2016, during the period beginning
on the Closing Date and ending on February 28, 2016) and of its performance under this Indenture has been made under such Authorized
Officer’s supervision; and



 


		(ii)	to the best of such Authorized Officer’s knowledge,
based on such review, the Issuer has complied in all material respects with all conditions and covenants under this Indenture
throughout such preceding Trust Fiscal Year (or, in the case of the Officer’s Certificate to be delivered in the year 2016,
during the period beginning on the Closing Date and ending on February 28, 2016) or, if there has been a default in its compliance
with any such condition or covenant, specifying each such default known to such Authorized Officer and the nature and status thereof.



 


Section
3.10         Issuer May Consolidate, etc., Only on Certain Terms.


 


(a)          The
Issuer shall not consolidate or merge with or into any other Person, unless:


 


		(i)	the Person formed by or surviving such consolidation or
merger (if other than the Issuer) shall be a Person organized and existing under the laws of the United States or any State and
shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory
to the Depositor and the Indenture Trustee, the due and punctual payment of the principal of and interest on all Notes and the
performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed,
all as provided herein;



 


		(ii)	immediately after giving effect to such transaction, no
Default or Event of Default shall have occurred and be continuing;



 


		(iii)	the Rating Agency Condition shall have been satisfied with
respect to such transaction;



 


		(iv)	the Issuer shall have received an Opinion of Counsel (and
shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse
tax consequence to the Issuer, any Noteholder or any Certificateholder;



 






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		(v)	any action that is necessary to maintain the lien and security
interest created by this Indenture shall have been taken; and



 


		(vi)	the Issuer shall have delivered to the Indenture Trustee
an Officer’s Certificate and an Opinion of Counsel each stating that such consolidation or merger and such supplemental
indenture comply with this Article III and that all conditions precedent provided for in this Indenture relating to such transaction
have been complied with (including any filing required by the Exchange Act).



 


(b)          Other
than as specifically contemplated by the Transaction Documents, the Issuer shall not convey or transfer any of its properties or
assets, including those included in the Trust Estate, to any other Person, unless:


 


		(i)	the Person that acquires by conveyance or transfer the
properties or assets of the Issuer the conveyance or transfer of which is hereby restricted (A) shall be a United States citizen
or a Person organized and existing under the laws of the United States or any State, (B) shall expressly assume, by an indenture
supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the due and
punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant
of this Indenture on the part of the Issuer to be performed or observed, all as provided herein, (C) shall expressly agree by
means of such supplemental indenture that all right, title and interest so conveyed or transferred shall be subject and subordinate
to the rights of the Holders of the Notes, (D) unless otherwise provided in such supplemental indenture, shall expressly agree
to indemnify, defend and hold harmless the Issuer against and from any loss, liability or expense arising under or related to
this Indenture and the Notes and (E) shall expressly agree by means of such supplemental indenture that such Person (or if a group
of Persons, then one specified Person) shall make all filings with the Commission (and any other appropriate Person) required
by the Exchange Act in connection with the Notes;



 


		(ii)	immediately after giving effect to such transaction, no
Default or Event of Default shall have occurred and be continuing;



 


		(iii)	the Rating Agency Condition shall have been satisfied with
respect to such transaction;



 






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		(iv)	the Issuer shall have received an Opinion of Counsel (and
shall have delivered copies thereof to the Indenture Trustee and the Depositor) to the effect that such transaction will not have
any material adverse tax consequence to the Issuer, any Noteholder or any Certificateholder;



 


		(v)	any action that is necessary to maintain the lien and security
interest created by this Indenture shall have been taken; and



 


		(vi)	the Issuer shall have delivered to the Indenture Trustee
and the Depositor an Officer’s Certificate and an Opinion of Counsel each stating that such conveyance or transfer and such
supplemental indenture comply with this Article III and that all conditions precedent provided for in this Indenture relating
to such transaction have been complied with (including any filing required by the Exchange Act).



 


Section
3.11         Successor or Transferee.


 


(a)          Upon
any consolidation or merger of the Issuer in accordance with Section 3.10(a), the Person formed by or surviving such consolidation
or merger (if other than the Issuer) shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer
under this Indenture with the same effect as if such Person had been named as the Issuer herein.


 


(b)          Upon
any conveyance or transfer of all the properties and assets of the Issuer in accordance with Section 3.10(b), CarMax Auto Owner
Trust 2015-2 shall be released from every covenant and agreement of this Indenture to be observed or performed on the part of the
Issuer with respect to the Notes immediately upon the delivery of written notice to the Indenture Trustee and the Depositor stating
that CarMax Auto Owner Trust 2015-2 is to be so released.


 


Section
3.12         No Other Business.
The Issuer shall not engage in any business other than financing, acquiring, owning and pledging the Receivables in the manner
contemplated by this Indenture and the other Transaction Documents, issuing the Notes pursuant to the terms hereof and the Certificate
pursuant to the terms of the Trust Agreement and activities incidental thereto.


 


Section
3.13         No Borrowing.
The Issuer shall not issue, incur, assume, guarantee or otherwise become liable, directly or indirectly, for any indebtedness
except for the Notes.


 


Section
3.14         Servicer’s Obligations.
The Issuer shall cause the Servicer to comply with the Sale and Servicing Agreement.


 


Section
3.15         Guarantees, Loans, Advances and Other Liabilities.
Except as contemplated by this Indenture and the other Transaction Documents, the Issuer shall not make any loan or advance or
credit to, or guarantee (directly or indirectly or by an instrument having the effect of assuring another’s payment or performance
on any obligation or capability of so doing or otherwise), endorse or otherwise become contingently liable, directly or indirectly,
in connection with the obligations, stocks or dividends of, or own, purchase, repurchase or acquire (or agree contingently to
do so) any stock, obligations, assets or securities of, or any other interest in, or make any capital contribution to, any other
Person.


 






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Section
3.16         Capital Expenditures.
The Issuer shall not make any expenditure (by long-term or operating lease or otherwise) for capital assets (either realty or
personalty).


 


Section
3.17         Restricted Payments.
The Issuer shall not, directly or indirectly, (i) make any distribution (by reduction of capital or otherwise), whether in cash,
property, securities or a combination thereof, to the Owner Trustee or any owner of a beneficial interest in the Issuer or otherwise
with respect to any ownership or equity interest or security in or of the Issuer or to the Servicer, (ii) redeem, purchase, retire
or otherwise acquire for value any such ownership or equity interest or security or (iii) set aside or otherwise segregate any
amounts for any such purpose; provided, however, that the Issuer may make, or cause to be made, distributions as
contemplated by, and to the extent funds are available for such purpose under the Sale and Servicing Agreement, the Trust Agreement
or this Indenture. The Issuer shall not, directly or indirectly, make payments to or distributions from the Collection Account,
the Note Payment Account, the Certificate Payment Account or the Reserve Account except in accordance with this Indenture and
the other Transaction Documents.


 


Section
3.18         Notice of Events of Default.
The Issuer shall give the Indenture Trustee, the Depositor, the Rating Agencies and the Administrator prompt written notice of
each Event of Default hereunder, each default on the part of the Depositor or the Servicer of its obligations under the Sale and
Servicing Agreement and each default on the part of the Seller or the Depositor of its obligations under the Receivables Purchase
Agreement.


 


Section
3.19         Removal of Administrator.
For so long as any Notes are Outstanding, the Issuer shall not remove the Administrator without cause unless the Rating Agency
Condition shall have been satisfied with respect to such removal.


 


Section
3.20         Further Instruments and Acts.
Upon request of the Indenture Trustee, the Issuer shall execute and deliver such further instruments and do such further acts
as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture.


 


Section
3.21         Sales Finance Company Licenses.
The Issuer shall take such action as, in its reasonable judgment, shall be necessary to maintain the effectiveness of all sales
finance company licenses required under the Maryland Code and all licenses required under the Pennsylvania Motor Vehicle Sales
Finance Company Act in connection with this Indenture and the transactions contemplated hereby until the lien and security interest
of this Indenture shall no longer be in effect in accordance with the terms hereof.


 


Section
3.22         Representations and Warranties by the Issuer to the Indenture
Trustee. The Issuer hereby represents and warrants to the Indenture Trustee that
the representations and warranties regarding creation, perfection and priority of security interests in the Receivables, which
are attached to this Indenture as Appendix A, are true and correct to the extent they are applicable.


 






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Article
IV

SATISFACTION AND DISCHARGE


 


Section 4.1           Satisfaction
and Discharge of Indenture.


 


(a)          This
Indenture shall cease to be of further effect with respect to the Notes, except as to (i) rights of registration of transfer and
exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal
thereof and interest thereon, (iv) Section 3.3, Section 3.4, Section 3.5, Section 3.8, Section 3.10, Section 3.12, Section 3.13,
Section 3.16 and Section 3.17, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights
of the Indenture Trustee under Section 6.7 and the obligations of the Indenture Trustee under Section 4.3) and (vi) the rights
of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any
of them, and the Indenture Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture with respect to the Notes, when either:


 


		(i)	all Notes of all Classes theretofore authenticated and
delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section
2.6 and (ii) Notes for whose payment money has theretofore been irrevocably deposited in trust or segregated and held in trust
by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 3.3) have been delivered
to the Indenture Trustee for cancellation; or



 


		(ii)	all Notes not theretofore delivered to the Indenture Trustee
for cancellation have become due and payable and the Issuer has irrevocably deposited or caused to be irrevocably deposited with
the Indenture Trustee (or, if the Indenture Trustee is not the Paying Agent, the Paying Agent), in trust, cash or direct obligations
of or obligations guaranteed by the United States (which will mature prior to the date needed), in an amount sufficient to pay
and discharge the entire indebtedness on such Notes when due on the applicable Class Final Distribution Date or Redemption Date
(if Notes shall have been called for redemption pursuant to Section 10.1(a)), as the case may be; and



 


		(iii)	the Issuer has paid or caused to be paid all other sums
payable by the Issuer hereunder and under the other Transaction Documents.



 


Section
4.2           Satisfaction, Discharge and Defeasance of the Notes.


 


(a)          Upon
satisfaction of the conditions set forth in Section 4.2(b) below, the Issuer shall be deemed to have paid and discharged the entire
indebtedness on all the Notes Outstanding, and the provisions of this Indenture, as it relates to such Notes, shall no longer be
in effect (and the Indenture Trustee, at the expense of the Issuer, shall execute proper instruments acknowledging the same), except
as to:


 






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		(i)	the rights of the Noteholders to receive, from the trust
funds described in Section 4.2(b)(i), payment of the principal of and interest on the Notes Outstanding at maturity of such principal
or interest;



 


		(ii)	the obligations of the Issuer with respect to the Notes
under Section 2.5, Section 2.6, Section 3.2 and Section 3.3;



 


		(iii)	the obligations of the Issuer to the Indenture Trustee
under Section 6.7; and



 


		(iv)	the rights, powers, trusts and immunities of the Indenture
Trustee hereunder and the duties of the Indenture Trustee hereunder.



 


(b)          The
satisfaction, discharge and defeasance of the Notes pursuant to Section 4.2(a) is subject to the satisfaction of all of the following
conditions:


 


		(i)	the Issuer has deposited or caused to be deposited irrevocably
(except as provided in Section 4.4) with the Indenture Trustee as trust funds in trust, specifically pledged as security for,
and dedicated solely to, the benefit of the Holders of the Notes, which, through the payment of interest and principal in respect
thereof in accordance with their terms will provide, not later than one day prior to the due date of any payment referred to below,
money in an amount sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed
in a written certification thereof delivered to the Indenture Trustee, to pay and discharge the entire indebtedness on the Notes
Outstanding, for principal thereof and interest thereon to the date of such deposit (in the case of Notes that have become due
and payable) or to the maturity of such principal and interest, as the case may be;



 


		(ii)	such deposit will not result in a breach or violation of,
or constitute an event of default under, any Transaction Document or other agreement or instrument to which the Issuer is bound;



 


		(iii)	no Event of Default has occurred and is continuing on the
date of such deposit or on the ninety-first (91st) day after such date;



 


		(iv)	the Issuer has delivered to the Depositor and the Indenture
Trustee an Opinion of Counsel to the effect that the satisfaction, discharge and defeasance of the Notes pursuant to this Section
4.2 will not cause any Noteholder to be treated as having sold or exchanged any of its Notes for purposes of Section 1001 of the
Code; and



 






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		(v)	the Issuer has delivered to the Depositor and the Indenture
Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this
Indenture relating to the defeasance contemplated by this Section 4.2 have been complied with.



 


Section
4.3           Application of Trust Money.
All monies deposited with the Indenture Trustee pursuant to Section 4.1 shall be held in trust and applied by the Indenture Trustee,
in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent,
to the Holders of the Notes for the payment or redemption of which such monies have been deposited with the Indenture Trustee,
of all sums due and to become due thereon for principal and interest, but such monies need not be segregated from other funds
except to the extent required herein or in the Sale and Servicing Agreement or required by law.


 


Section
4.4           Repayment of Monies Held by Paying Agent.
In connection with the satisfaction and discharge of this Indenture with respect to the Notes, all monies then held by any Paying
Agent other than the Indenture Trustee under the provisions of this Indenture with respect to such Notes shall, upon demand of
the Issuer, be paid to the Indenture Trustee to be held and applied according to Section 3.3, and thereupon such Paying Agent
shall be released from all further liability with respect to such monies.


 


Article
V

REMEDIES


 


Section 5.1           Events
of Default.


 


(a)          “Event
of Default” means the occurrence of any one of the following events (whatever the reason for such event and whether such
event shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any
court or any order, rule or regulation of any administrative or governmental body):


 


		(i)	default in the payment of any interest on any Note of the
Controlling Class when the same becomes due and payable and such default shall continue for a period of five (5) or more Business
Days;



 


		(ii)	default in the payment of any principal due and payable
on any Class of Notes on the related Class Final Distribution Date;



 


		(iii)	material default in the observance or performance of any
covenant or agreement of the Issuer made in this Indenture (other than a covenant or agreement a default in the observance or
performance of which is specifically dealt with elsewhere in this Section 5.1), and such default shall continue or not be cured
for a period of sixty (60) days after there shall have been given, by registered or certified mail, to the Issuer by the Depositor
or the Indenture Trustee or to the Issuer, the Depositor and the Indenture Trustee by the Holders of Notes evidencing not less
than 25% of the Note Balance of the Controlling Class, a written notice specifying such default and requiring it to be remedied
and stating that such notice is a notice of Default hereunder;



 






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		(iv)	any representation or warranty of the Issuer made in this
Indenture or in any certificate delivered pursuant hereto or in connection herewith proving to have been incorrect in any material
respect as of the time when the same shall have been made, and the circumstance or condition in respect of which such representation
or warranty was incorrect shall not have been eliminated or otherwise cured for a period of thirty (30) days after there shall
have been given, by registered or certified mail, to the Issuer by the Depositor or the Indenture Trustee or to the Issuer, the
Depositor and to the Indenture Trustee by the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling
Class, a written notice specifying such incorrect representation or warranty and requiring it to be remedied and stating that
such notice is a notice of Default hereunder;



 


		(v)	the filing of a decree or order for relief by a court having
jurisdiction in the premises in respect of the Issuer or any substantial part of the Trust Estate in an involuntary case under
any applicable federal or State bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver,
liquidator, assignee, custodian, trustee, sequestrator or similar official of the Issuer or for any substantial part of the Trust
Estate, or ordering the winding-up or liquidation of the Issuer’s affairs, and such decree or order shall remain unstayed
and in effect for a period of sixty (60) consecutive days; and



 


		(vi)	the commencement by the Issuer of a voluntary case under
any applicable federal or State bankruptcy, insolvency or other similar law now or hereafter in effect, or the consent by the
Issuer to the entry of an order for relief in an involuntary case under any such law, or the consent by the Issuer to the appointment
or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Issuer or
for any substantial part of the Trust Estate, or the making by the Issuer of any general assignment for the benefit of creditors,
or the failure by the Issuer generally to pay its debts as such debts become due, or the taking of any action by the Issuer in
furtherance of any of the foregoing.



 


(b)          The
Issuer shall deliver to the Indenture Trustee and the Depositor, within five (5) days after the occurrence of any event that, with
notice or the lapse of time or both, would become an Event of Default under clause (iii) or (iv), written notice of such Default
in the form of an Officer’s Certificate, the status of such Default and what action the Issuer is taking or proposes to take
with respect to such Default.


 






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Section
5.2           Acceleration of Maturity; Rescission and Annulment.


 


(a)          If
an Event of Default shall have occurred and be continuing, the Indenture Trustee or the Holders of Notes evidencing not less than
51% of the Note Balance of the Controlling Class may, upon prior written notice to the Administrator (who shall promptly forward
such notice to each Rating Agency), declare the Notes to be immediately due and payable by written notice to the Issuer (and to
the Indenture Trustee if given by Noteholders), the Depositor and the Servicer, and upon any such declaration the unpaid principal
amount of the Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately
due and payable.


 


(b)          If
the Notes have been declared immediately due and payable following an Event of Default, before a judgment or decree for payment
of the amount due has been obtained by the Indenture Trustee as hereinafter provided in this Article V, the Holders of Notes evidencing
not less than 51% of the Note Balance of the Controlling Class, by written notice to the Issuer, the Depositor, the Indenture Trustee
and the Administrator (who shall promptly forward such notice to each Rating Agency), may rescind and annul such declaration of
acceleration and its consequences if:


 


		(i)	the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay all principal
of and interest on the Notes and all other amounts that would then be due hereunder or upon the Notes if the Event of Default giving
rise to such acceleration had not occurred; and



 


		(ii)	all Events of Default, other than the nonpayment of the principal of the Notes that has become
due solely by such acceleration, have been cured or waived as provided in Section 5.12.



 


(c)          No
such rescission shall affect any subsequent default or impair any right consequent thereto.


 


Section
5.3           Collection of Indebtedness and Suits for Enforcement
by Indenture Trustee.


 


(a)          If
(i) default is made in the payment of any interest on any Note when the same becomes due and payable, and such default continues
for a period of five (5) Business Days, or (ii) default is made in the payment of the principal of any Note when the same becomes
due and payable, the Issuer shall, upon demand of the Indenture Trustee, pay to the Indenture Trustee, for the benefit of the Holders
of the Notes, the amount then due and payable on the Notes for principal and interest, with interest upon the overdue principal
at the applicable Note Rate and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments
of interest at the applicable Note Rate and in addition thereto such further amount as shall be sufficient to cover the costs and
expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and
its agents and counsel and other amounts due and owing to the Indenture Trustee pursuant to Section 6.7.


 






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(b)          If
the Issuer shall fail forthwith to pay such amounts upon such demand, the Indenture Trustee, in its own name and as trustee of
an express trust, may institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding
to judgment or final decree, and may enforce the same against the Issuer or any other obligor upon the Notes and collect in the
manner provided by law out of the property of the Issuer or such other obligor, wherever situated, the monies adjudged or decreed
to be payable.


 


(c)          If
an Event of Default shall have occurred and be continuing, the Indenture Trustee may, as more particularly provided in Section
5.4, in its discretion, proceed to protect and enforce its rights and the rights of the Noteholders by such appropriate Proceedings
as the Indenture Trustee shall deem most effective to protect and enforce such rights, whether for the specific enforcement of
any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein or to enforce any other proper
remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law.


 


(d)          If
there shall be pending, relative to the Issuer or any other obligor upon the Notes or any Person having or claiming an ownership
interest in the Trust Estate, Proceedings under Title 11 of the United States Code or any other applicable federal or State bankruptcy,
insolvency or other similar law, or if a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator
or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor or Person,
or if there shall be pending any other comparable judicial Proceedings relative to the Issuer or any other obligor upon the Notes,
or to the creditors or property of the Issuer or such other obligor, the Indenture Trustee, irrespective of whether the principal
of any Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the
Indenture Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by
intervention in such Proceedings or otherwise:


 


		(i)	to file and prove a claim or claims for the whole amount of principal and interest owing and unpaid
in respect of the Notes and to file such other papers or documents as may be necessary or advisable in order to have the claims
of the Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture
Trustee, and their respective agents and attorneys, and all other amounts due and owing to the Indenture Trustee pursuant to Section
6.7) and of the Noteholders allowed in such Proceedings;



 


		(ii)	unless prohibited by applicable law and regulations, to vote on behalf of the Noteholders in any
election of a trustee, a standby trustee or Person performing similar functions in any such Proceedings;



 


		(iii)	to collect and receive any monies or other property payable or deliverable on any such claims and
to pay all amounts received with respect to the claims of the Noteholders and of the Indenture Trustee on their behalf; and



 






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		(iv)	to file such proofs of claim and other papers or documents as may be necessary or advisable in
order to have the claims of the Indenture Trustee or the Noteholders allowed in any judicial proceedings relative to the Issuer,
its creditors and its property;



 


		(v)	and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding
is hereby authorized by each of the Noteholders to make payments to the Indenture Trustee and, in the event that the Indenture
Trustee shall consent to the making of payments directly to the Noteholders, to pay to the Indenture Trustee such amounts as shall
be sufficient to cover reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective
agents and attorneys, and all other amounts due and owing to the Indenture Trustee pursuant to Section 6.7.



 


(e)          Nothing
herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on
behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of
any Holder thereof or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder in any such proceeding
except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Person.


 


(f)          All
rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Indenture Trustee
without the possession of any of the Notes or the production thereof in any trial or other Proceedings relative thereto, and any
such action or Proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust,
and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee,
each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Holders of
the Notes.


 


(g)          In
any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of any provision of this
Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Noteholders,
and it shall not be necessary to make any Noteholder a party to any such Proceedings.


 


Section
5.4           Remedies; Priorities.


 


(a)          If
the Notes have been declared immediately due and payable following an Event of Default, the Indenture Trustee may, or at the written
direction of the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class shall, take one or
more of the following actions as so directed (subject to Section 5.5):


 






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		(i)	institute Proceedings in its own name and as trustee of an express trust for the collection of
all amounts then payable on the Notes or under this Indenture with respect thereto, whether by declaration or otherwise, enforce
any judgment obtained, and collect from the Issuer and any other obligor upon the Notes monies adjudged due;



 


		(ii)	institute Proceedings from time to time for the complete or partial foreclosure of this Indenture
with respect to the Trust Estate;



 


		(iii)	exercise any remedies of a secured party under the Relevant UCC and take any other appropriate
action to protect and enforce the rights and remedies of the Indenture Trustee and the Noteholders; and



 


		(iv)	sell the Trust Estate or any portion thereof or rights or interest therein at one or more public
or private sales called and conducted in any manner permitted by law; provided, however, that the Indenture Trustee
may not sell or otherwise liquidate the Trust Estate at the direction of the Holders following an Event of Default, other than
an Event of Default described in Section 5.1 (i) or (ii), unless (A) the Holders of 100% of the Note Balance consent thereto, (B)
the proceeds of such sale or liquidation will be sufficient to pay in full the Note Balance and all accrued but unpaid interest
on the Outstanding Notes or (C) the Indenture Trustee determines that the Trust Estate will not continue to provide sufficient
funds for the payment of principal of and interest on the Notes as they would have become due if the Notes had not been declared
immediately due and payable, and the Indenture Trustee obtains the consent of the Holders of Notes evidencing not less than 66
2/3% of the Note Balance of the Controlling Class. In determining such sufficiency or insufficiency with respect to clauses (B)
and (C) above, the Indenture Trustee may, but need not, obtain and rely upon an opinion of an Independent investment banking or
accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Trust Estate
for such purpose.



 


(b)          Notwithstanding
the provisions of Section 2.8 or Section 8.2, if the Indenture Trustee collects any money or property pursuant to this Section
5.4 and the Notes have been accelerated, it (or, if the Indenture Trustee is not the Paying Agent, the Paying Agent) shall pay
out such money or property (and other amounts, including all amounts held on deposit in the Reserve Account) in the following order
of priority:


 


		(i)	first, to the Servicer, the Total Servicing Fee for the preceding Collection Period and any Unreimbursed
Servicer Advances for the preceding Collection Period;



 






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		(ii)	second, on a pro rata basis, (A) if the Indenture Trustee has become the Servicer pursuant to Section
8.2 of the Sale and Servicing Agreement, any amounts due in connection with indemnification of the Indenture Trustee as Successor
Servicer and not paid pursuant to Section 7.2 of the Sale and Servicing Agreement plus any Transition Costs due in connection
with such transfer of servicing and not paid pursuant to Section 8.2(b) of the Sale and Servicing Agreement and (B) to the Indenture
Trustee, all amounts due to the Indenture Trustee as compensation pursuant to Section 6.7 not previously paid by the Administrator,
and to the Owner Trustee, all amounts due to the Owner Trustee pursuant to Sections 8.1 and 8.2 of the Trust Agreement not previously
paid by the Servicer;



 


		(iii)	third, on a pro rata basis, to the Class A Noteholders, the Total Note Interest for each Class
of the Class A Notes;



 


		(iv)	fourth, if an Event of Default described in Section 5.1 (i), (ii), (v) or (vi) has occurred, in
the following order of priority:



 


		(A)	to the Class A-1 Noteholders until the principal amount of the Class A-1 Notes has been paid in
full;



 


		(B)	to the Holders of each Class of the remaining Class A Notes, pro rata based on the
outstanding principal amount of such Class of Class A Notes as of such Distribution Date, until the principal amount of each such
Class of the remaining Class A Notes has been paid in full;



 


		(C)	to the Class B Noteholders, the Total Note Interest for the Class B Notes;



 


		(D)	to the Class B Noteholders, until the principal amount of the Class B Notes has been paid in full;



 


		(E)	to the Class C Noteholders, the Total Note Interest for the Class C Notes;



 


		(F)	to the Class C Noteholders, until the principal amount of the Class C Notes has been paid in full;



 


		(G)	to the Class D Noteholders, the Total Note Interest for the Class D Notes;



 


		(H)	to the Class D Noteholders, until the principal amount of the Class D Notes has been paid in full;



 


		(v)	fifth, if an Event of Default described in Section 5.1 (iii) or (iv) has occurred, in the following
order of priority:



 






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		(A)	to the Class B Noteholders, the Total Note Interest for the Class B Notes;



 


		(B)	to the Class C Noteholders, the Total Note Interest for the Class C Notes;



 


		(C)	to the Class D Noteholders, the Total Note Interest for the Class D Notes;



 


		(D)	to the Class A-1 Noteholders until the principal amount of the Class A-1 Notes has been paid in
full;



 


		(E)	to the Holders of each Class of the remaining Class A Notes, pro rata based on the
outstanding principal amount of such Class of Class A Notes as of such Distribution Date, until the principal amount of each such
Class of the remaining Class A Notes has been paid in full;



 


		(F)	to the Class B Noteholders, until the principal amount of the Class B Notes has been paid in full;



 


		(G)	to the Class C Noteholders, until the principal amount of the Class C Notes has been paid in full;



 


		(H)	to the Class D Noteholders, until the principal amount of the Class D Notes has been paid in full;



 


		(vi)	sixth, if the Indenture Trustee or any other Successor Servicer has become the Servicer pursuant
to Section 8.2 of the Sale and Servicing Agreement, to such Successor Servicer, any Transition Costs due in connection with such
transfer of servicing and not paid pursuant to Section 8.2(b) of the Sale and Servicing Agreement plus the Additional Servicing
Fee, if any, for the preceding Collection Period; and



 


		(vii)	seventh, to the Certificateholders, any remaining amounts.



 


(c)          Prior
to an acceleration of the Notes following an Event of Default, if the Indenture Trustee collects any money or property pursuant
to this Article V, such amounts shall be deposited in the Collection Account and distributed in accordance with Section 2.8 and
Section 8.2.


 


(d)          The
Indenture Trustee may fix a record date and payment date for any payment to Noteholders pursuant to this Section 5.4. At least
five (5) days before such record date, the Indenture Trustee on behalf of the Issuer shall mail to each Noteholder a notice that
states the record date, the payment date and the amount to be paid.


 






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Section
5.5           Optional Preservation of the Receivables.
If the Notes have been declared immediately due and payable following an Event of Default, and such declaration and its consequences
have not been rescinded and annulled, the Indenture Trustee may, but need not, elect to maintain possession of the Trust Estate
and apply proceeds as if there had been no declaration of acceleration; provided, however, that the Available Funds
shall be applied in accordance with such declaration of acceleration in the manner specified in Section 4.6(d) of the Sale and
Servicing Agreement. It is the desire of the parties hereto and the Noteholders that there be at all times sufficient funds for
the payment of principal of and interest on the Notes, and the Indenture Trustee shall take such desire into account when determining
whether or not to maintain possession of the Trust Estate. In determining whether to maintain possession of the Trust Estate, the
Indenture Trustee may, but need not, obtain and rely upon an opinion of an Independent investment banking or accounting firm of
national reputation as to the feasibility of such proposed action and as to the sufficiency of the Trust Estate for such purpose.


 


Section
5.6           Limitation of Suits.


 


(a)          No
Holder of any Note shall have any right to institute any Proceeding with respect to this Indenture or for the appointment of a
receiver or trustee, or for any other remedy hereunder, unless:


 


		(i)	such Holder has previously given written notice to the Indenture Trustee of a continuing Event
of Default;



 


		(ii)	the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class
have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own
name as Indenture Trustee hereunder;



 


		(iii)	such Holder or Holders have offered to the Indenture Trustee reasonable indemnity against the costs,
expenses and liabilities to be incurred in complying with such request;



 


		(iv)	the Indenture Trustee for sixty (60) days after its receipt of such notice, request and offer of
indemnity has failed to institute such Proceedings; and



 


		(v)	no direction inconsistent with such written request has been given to the Indenture Trustee during
such 60-day period by the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class.



 


(b)          It
is understood and intended that no one or more Holders of Notes shall have any right in any manner whatever by virtue of, or by
availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes or to obtain
or to seek to obtain priority or preference over any other Holders of Notes or to enforce any right under this Indenture, except
in the manner herein provided.


 






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(c)          In
the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders
of Notes, each evidencing less than 51% of the Note Balance of the Controlling Class, the Indenture Trustee in its sole discretion
may determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture.


 


Section
5.7           Unconditional Rights of Noteholders to Receive Principal
and Interest. Notwithstanding any other provisions of this Indenture, the Holder of any
Note shall have the right, which is absolute and unconditional, to receive payment of the principal of and interest, if any, on
such Note on the respective due dates thereof expressed in such Note or in this Indenture (or, in the case of redemption, on the
Redemption Date) and to institute suit for the enforcement of any such payment, and such right shall not be impaired without the
consent of such Holder.


 


Section
5.8           Restoration of Rights and Remedies.
If the Indenture Trustee or any Noteholder has instituted any Proceeding to enforce any right or remedy under this Indenture and
such Proceeding has been discontinued or abandoned for any reason or has been determined adversely to the Indenture Trustee or
such Noteholder, then and in every such case the Issuer, the Indenture Trustee and the Noteholders shall, subject to any determination
in such Proceeding, be restored severally and respectively to their former positions hereunder, and thereafter all rights and remedies
of the Indenture Trustee and the Noteholders shall continue as though no such Proceeding had been instituted.


 


Section
5.9           Rights and Remedies Cumulative.
No right or remedy herein conferred upon or reserved to the Indenture Trustee or the Noteholders is intended to be exclusive of
any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every
other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment
of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate
right or remedy.


 


Section
5.10         Delay or Omission Not a Waiver.
No delay or omission of the Indenture Trustee or any Noteholder to exercise any right or remedy accruing upon any Default or Event
of Default shall impair any such right or remedy or constitute a waiver of any such Default or Event of Default or any acquiescence
therein. Every right and remedy given by this Article V or by law to the Indenture Trustee or the Noteholders may be exercised
from time to time, and as often as may be deemed expedient, by the Indenture Trustee or the Noteholders, as the case may be.


 


Section
5.11         Control by Noteholders of the Controlling Class.


 


(a)          The
Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class shall have the right to direct the time,
method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising
any trust or power conferred on the Indenture Trustee; provided, however, that:


  


		(i)	such direction shall not be in conflict with any rule of law or with this Indenture;



 






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		(ii)	subject to the express terms of Section 5.4, any written direction to the Indenture Trustee to
sell or liquidate the Trust Estate shall be by the Holders of Notes evidencing not less than 100% of the Note Balance;



 


		(iii)	if the conditions set forth in Section 5.5 have been satisfied and the Indenture Trustee elects
to retain the Trust Estate pursuant to such section, then any written direction to the Indenture Trustee by the Holders of Notes
evidencing less than 100% of the Note Balance to sell or liquidate the Trust Estate shall be of no force and effect; and



 


		(iv)	the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is
not inconsistent with such direction.



 


(b)          Notwithstanding
the rights of Noteholders set forth in this Section 5.11, subject to Section 6.1, the Indenture Trustee need not take any action
that it reasonably believes might involve it in costs, expenses and liabilities for which it will not be adequately indemnified
or might materially adversely affect the rights of any Noteholders not consenting to such action.


 


Section
5.12         Waiver of Past Defaults.
Prior to the declaration of the acceleration of the maturity of the Notes as provided in Section 5.2, the Holders of Notes evidencing
not less than 51% of the Note Balance of the Controlling Class, may, on behalf of all Noteholders, waive any past Default or Event
of Default and its consequences except a Default or Event of Default (i) in the payment of principal of or interest on any of the
Notes or (ii) in respect of a covenant or provision hereof that cannot be amended, supplemented or modified without the consent
of all the Noteholders. Upon any such waiver, the Issuer, the Indenture Trustee and the Noteholders shall be restored to their
former positions and rights hereunder, respectively, but no such waiver shall extend to any subsequent or other Default or Event
of Default or impair any right consequent thereto. Upon any such waiver, such Default or Event of Default shall cease to exist
and be deemed to have been cured and not to have occurred, and any Event of Default arising therefrom shall be deemed to have been
cured and not to have occurred, for every purpose of this Indenture, but no such waiver shall extend to any subsequent or other
Default or Event of Default or impair any right consequent thereto.


 


Section
5.13         Undertaking for Costs.
All parties to this Indenture agree, and each Holder of any Note by such Holder’s acceptance thereof shall be deemed to have
agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture,
or in any suit against the Indenture Trustee for any action taken, suffered or omitted by it as Indenture Trustee, the filing by
any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess
reasonable costs, including reasonable attorney’s fees, against any party litigant in such suit, having due regard to the
merits and good faith of the claims or defenses made by such party litigant; provided, however, that the provisions
of this Section 5.13 shall not apply to (i) any suit instituted by the Indenture Trustee, (ii) any suit instituted by any Noteholder
or group of Noteholders, in each case holding Notes evidencing in the aggregate more than 10% of the Note Balance (or, in the case
of any suit which is instituted by the Controlling Class, more than 10% of the Note Balance of the Controlling Class) or (iii)
any suit instituted by any Noteholder for the enforcement of the payment of principal of or interest on any Note on or after the
respective due dates expressed in such Note and in this Indenture (or, in the case of redemption, on or after the Redemption Date).


 






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Section
5.14         Waiver of Stay or Extension Laws.
The Issuer covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, or plead or in any manner
whatsoever, claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter
in force, that may affect the covenants or the performance of this Indenture, and the Issuer (to the extent that it may lawfully
do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it shall not hinder, delay or impede
the execution of any power herein granted to the Indenture Trustee, but will suffer and permit the execution of every such power
as though no such law had been enacted.


 


Section
5.15         Action on Notes. The
Indenture Trustee’s right to seek and recover judgment on the Notes or under this Indenture shall not be affected by the
seeking, obtaining or application of any other relief under or with respect to this Indenture. Neither the lien of this Indenture
nor any rights or remedies of the Indenture Trustee or the Noteholders shall be impaired by the recovery of any judgment by the
Indenture Trustee against the Issuer or by the levy of any execution under such judgment upon any portion of the Trust Estate or
upon any of the assets of the Issuer. Any money or property collected by the Indenture Trustee shall be applied in accordance with
Section 5.4(b).


 


Section
5.16         Performance and Enforcement of Certain Obligations.


 


(a)          Promptly
following a request from the Indenture Trustee to do so, and at the Administrator’s expense (or, if the Indenture Trustee
is then acting as the Administrator, at the expense of CarMax), the Issuer shall take all such lawful action as the Indenture Trustee
may request to compel or secure the performance and observance by the Depositor and the Servicer of their respective obligations
to the Issuer under or in connection with the Sale and Servicing Agreement or by the Seller of its obligations under or in connection
with the Receivables Purchase Agreement, and to exercise any and all rights, remedies, powers and privileges lawfully available
to the Issuer under or in connection with the Sale and Servicing Agreement to the extent and in the manner directed by the Indenture
Trustee, including the transmission of notices of default on the part of the Depositor or the Servicer thereunder and the institution
of legal or administrative actions or proceedings to compel or secure performance by the Depositor and the Servicer of their respective
obligations thereunder.


 


(b)          If
an Event of Default shall have occurred and be continuing, the Indenture Trustee may, and at the direction (which direction shall
be in writing or by telephone (confirmed in writing promptly thereafter)) of the Holders of Notes evidencing not less than 66 2/3%
of the Note Balance of the Controlling Class shall (subject to Section 6.2(f)), exercise all rights, remedies, powers, privileges
and claims of the Issuer against the Depositor or the Servicer under or in connection with the Sale and Servicing Agreement or
against the Seller under or in connection with the Receivables Purchase Agreement, including the right or power to take any action
to compel or secure performance or observance by the Depositor or the Servicer, as the case may be, of its obligations to the Issuer
thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Sale and Servicing Agreement
or the Receivables Purchase Agreement, as the case may be, and any right of the Issuer to take such action shall be suspended.


 






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(c)          Promptly
following a request from the Indenture Trustee to do so and at the Administrator’s expense, the Issuer agrees to take all
such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller of its
obligations to the Depositor under or in connection with the Receivables Purchase Agreement in accordance with the terms thereof,
and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with
the Receivables Purchase Agreement to the extent and in the manner directed by the Indenture Trustee, including the transmission
of notices of default on the part of the Depositor thereunder and the institution of legal or administrative actions or proceedings
to compel or secure performance by the Seller of its obligations under the Receivables Purchase Agreement.


 


(d)          If
an Event of Default shall have occurred and be continuing, the Indenture Trustee may, and at the direction (which direction shall
be in writing or by telephone (confirmed in writing promptly thereafter)) of the Holders of Notes evidencing not less than 66 2/3%
of the Note Balance of the Controlling Class shall (subject to Section 6.2(f)), exercise all rights, remedies, powers, privileges
and claims of the Depositor against the Seller under or in connection with the Receivables Purchase Agreement, including the right
or power to take any action to compel or secure performance or observance by the Seller of its obligations to the Depositor thereunder
and to give any consent, request, notice, direction, approval, extension or waiver under the Receivables Purchase Agreement, and
any right of the Depositor to take such action shall be suspended.


 


Article
VI

THE INDENTURE TRUSTEE


 


Section
6.1           Duties of Indenture Trustee.


 


(a)          If
an Event of Default shall have occurred and be continuing, the Indenture Trustee shall exercise the rights and powers vested in
it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under
the circumstances in the conduct of such Person’s own affairs.


 


(b)          Except
during the continuance of an Event of Default:


 


		(i)	the Indenture Trustee undertakes to perform such duties and only such duties as are specifically
set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee;
and



 


		(ii)	in the absence of bad faith on its part, the Indenture Trustee may conclusively rely, as to the
truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture
Trustee and, if required by the terms of this Indenture, conforming to the requirements of this Indenture; provided, however,
that the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements
of this Indenture.



 






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(c)          The
Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own
willful misconduct, except that:


 


		(i)	this paragraph does not limit the effect of paragraph (b) of this Section 6.1;



 


		(ii)	the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible
Officer unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and



 


		(iii)	the Indenture Trustee shall not be liable with respect to any action it takes or omits to take
in good faith in accordance with a direction received by it pursuant to Section 5.11.



 


(d)          The
Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing
with the Issuer.


 


(e)          Money
held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law or the terms
of this Indenture or the Sale and Servicing Agreement.


 


(f)          No
provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability
in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder if the Indenture
Trustee shall have reasonable grounds to believe that repayment of such funds or indemnity satisfactory to it against such risk
or liability is not assured or provided to it.


 


(g)          Every
provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee
shall be subject to the provisions of this Section 6.1 and the TIA.


 


(h)          The
Indenture Trustee shall not be charged with knowledge of any Event of Default unless either (i) a Responsible Officer shall have
actual knowledge of such Event of Default or (ii) written notice of such Event of Default shall have been given to the Indenture
Trustee in accordance with the provisions of this Indenture.


 


(i)          The
Indenture Trustee shall be required to carry out its duties as specified in Sections 4.1, 4.7, 4.9, 7.4(c), 8.1, 8.2, 8.3(a), 8.4,
10.12 and 10.14 of the Sale and Servicing Agreement. In furtherance of the foregoing, Sections 4.1, 4.7, 4.9, 7.4(c), 8.1, 8.2,
8.3(a), 8.4, 10.12 and 10.14 of the Sale and Servicing Agreement are hereby incorporated by reference into this Indenture to the
extent that they refer to obligations of the Indenture Trustee.


 






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Section
6.2           Rights of Indenture Trustee.


 


(a)          The
Indenture Trustee may conclusively rely on any document believed by it to be genuine and to have been signed or presented by the
proper Person.


 


(b)          Before
the Indenture Trustee acts or refrains from acting, it may request and shall be entitled to receive an Officer’s Certificate
or an Opinion of Counsel. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance
on an Officer’s Certificate or Opinion of Counsel unless it is proved that the Indenture Trustee was negligent in such reliance.


 


(c)          The
Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through
agents or attorneys or a custodian or nominee, and the Indenture Trustee shall not be responsible for any misconduct or negligence
on the part of, or for the supervision of, any such agent, attorney, custodian or nominee appointed with due care by it hereunder.


 


(d)          The
Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized
or within its rights or powers; provided, however, that such action or omission by the Indenture Trustee does not
constitute willful misconduct, negligence or bad faith.


 


(e)          The
Indenture Trustee may consult with counsel, and the advice or opinion of counsel with respect to legal matters relating to this
Indenture and the Notes shall be full and complete authorization and protection from liability in respect to any action taken,
omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel.


 


(f)          The
Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request
or direction of the Noteholders pursuant to this Indenture, unless such Noteholders shall have offered to the Indenture Trustee
security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance
with such request or direction.


 


(g)          The
Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document,
but the Indenture Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may
see fit, and, if the Indenture Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine
the books, records and premises of the Issuer, personally or by agent or attorney.


 


Section
6.3           Individual Rights of Indenture Trustee.
The Indenture Trustee, in its individual or any other capacity, may become the owner or pledgee of Notes and may otherwise deal
with the Issuer or its Affiliates with the same rights it would have if it were not Indenture Trustee. Any Paying Agent, Note Registrar,
co-registrar or co-paying agent hereunder may do the same with like rights.


 






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Section
6.4           Indenture Trustee’s Disclaimer.
The Indenture Trustee (i) shall not be responsible for, and makes no representation as to, the validity or adequacy of this Indenture
or the Notes and (ii) shall not be accountable for the Issuer’s use of the proceeds from the Notes or responsible for any
statement of the Issuer in this Indenture or in any document issued in connection with the sale of the Notes or in the Notes other
than the Indenture Trustee’s certificate of authentication.


 


Section
6.5           Notice of Defaults.
If a Default occurs and is continuing and if it is known to a Responsible Officer of the Indenture Trustee, the Indenture Trustee
shall mail to each Noteholder and the Administrator notice of such Default within ninety (90) days after it occurs. Except in the
case of a Default in payment of principal of or interest on any Note (including payments pursuant to the mandatory redemption provisions
of such Note), the Indenture Trustee may withhold the notice if and so long as a committee of its Responsible Officers in good
faith determines that withholding the notice is in the interests of Noteholders.


 


Section
6.6           Reports by Indenture Trustee to Holders.
The Indenture Trustee shall deliver, within a reasonable period of time after the end of each calendar year, to each Person who
at any time during such calendar year was a Noteholder, such information furnished to the Indenture Trustee as may be required
to enable such Person to prepare its federal and State income tax returns.


 


Section
6.7           Compensation and Indemnity.


 


(a)          The
Administrator, on behalf of the Issuer, shall pay to the Indenture Trustee from time to time reasonable compensation for its services.
The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The
Administrator, on behalf of the Issuer, shall reimburse the Indenture Trustee for all expenses, advances and disbursements reasonably
incurred or made by it, including costs of collection, in addition to the compensation for its services; provided, however,
that the Administrator need not reimburse the Indenture Trustee for any expense incurred through the Indenture Trustee’s
willful misconduct, negligence, or bad faith. Such expenses shall include the reasonable compensation and expenses, disbursements
and advances of the Indenture Trustee’s agents, counsel, accountants and experts. The Administrator, on behalf of the Issuer,
shall indemnify the Indenture Trustee for, and hold it and its officers, directors, employees, representatives and agents, harmless
against, any and all loss, liability or expense (including reasonable attorneys’ fees and expenses) incurred by it in connection
with the administration of this trust and the performance of its duties hereunder; provided, however, that the Administrator
need not indemnify the Indenture Trustee for, or hold it harmless against, any such loss, liability or expense incurred through
the Indenture Trustee’s willful misconduct, negligence, or bad faith. The Indenture Trustee shall notify the Issuer and the
Administrator promptly of any claim for which it may seek indemnity. Any failure by the Indenture Trustee to so notify the Issuer
and the Administrator shall not, however, relieve the Administrator of its obligations hereunder. The Administrator, on behalf
of the Issuer, shall defend any such claim. The Indenture Trustee may have separate counsel in connection with the defense of any
such claim, and the Administrator, on behalf of the Issuer, shall pay the fees and expenses of such counsel. If the Indenture Trustee
is then acting as Administrator, all payment obligations to the Indenture Trustee pursuant to this Section 6.7 shall be paid by
CarMax.


 






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(b)          The
payment obligations to the Indenture Trustee pursuant to this Section 6.7 shall survive the resignation or removal of the Indenture
Trustee and the discharge of this Indenture.


 


(c)          When
the Indenture Trustee incurs fees or expenses after the occurrence of a Default specified in Section 5.1(a)(v) or Section 5.1(a)(vi)
with respect to the Issuer, such fees and expenses are intended to constitute expenses of administration under Title 11 of the
United States Code or any other applicable federal or State bankruptcy, insolvency or similar law.


 


Section
6.8           Replacement of Indenture Trustee.


 


(a)          No
resignation or removal of the Indenture Trustee, and no appointment of a successor Indenture Trustee, shall become effective until
the acceptance of appointment by the successor Indenture Trustee pursuant to this Section 6.8. The Indenture Trustee may resign
at any time by so notifying the Issuer, the Administrator, the Depositor and the Noteholders. The Holders of Notes evidencing not
less than 51% of the Note Balance of the Controlling Class, may remove the Indenture Trustee without cause by notifying the Indenture
Trustee (with a copy to the Issuer, the Administrator, the Depositor and the Rating Agencies) of such removal and, following such
removal, may appoint a successor Indenture Trustee. The Issuer shall remove the Indenture Trustee if:


 


		(i)	the Indenture Trustee fails to comply with Section 6.11;



 


		(ii)	the Indenture Trustee is adjudged to be bankrupt or insolvent;



 


		(iii)	a receiver or other public officer takes charge of the Indenture Trustee or its property; or



 


		(iv)	the Indenture Trustee otherwise becomes incapable of acting.



 


(b)          If
the Indenture Trustee resigns or is removed or if a vacancy exists in the office of Indenture Trustee for any reason (the Indenture
Trustee in such event being referred to herein as the retiring Indenture Trustee), the Administrator shall promptly appoint a successor
Indenture Trustee.


 


(c)          Any
successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee, the Issuer,
the Administrator and the Depositor. Upon delivery of such written acceptance, the resignation or removal of the retiring Indenture
Trustee shall become effective and the successor Indenture Trustee shall have all the rights, powers and duties of the Indenture
Trustee under this Indenture. The successor Indenture Trustee shall mail a notice of its succession to the Noteholders. The retiring
Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee.


 


(d)          If
a successor Indenture Trustee does not take office within sixty (60) days after the retiring Indenture Trustee resigns or is removed,
the retiring Indenture Trustee, the Issuer or the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling
Class may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. If the Indenture Trustee
fails to comply with Section 6.11, any Noteholder may petition any court of competent jurisdiction for the removal of the Indenture
Trustee and the appointment of a successor Indenture Trustee.


 






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(e)          Notwithstanding
the replacement of the Indenture Trustee pursuant to this Section 6.8, the Administrator’s obligations under Section 6.7
shall continue for the benefit of the retiring Indenture Trustee.


 


Section
6.9           Successor Indenture Trustee by Merger.


 


(a)          If
the Indenture Trustee consolidates with, merges or converts into, or transfers all or substantially all its corporate trust business
or assets to, another corporation or banking association, the resulting, surviving or transferee corporation or banking association
without any further act shall be the successor Indenture Trustee; provided, however, that such corporation or banking
association must be otherwise qualified and eligible under Section 6.11. The Indenture Trustee shall provide the Rating Agencies,
the Administrator and the Depositor with prior written notice of any such transaction.


 


(b)          If
at the time such successor or successors by consolidation, merger or conversion to the Indenture Trustee shall succeed to the trusts
created by this Indenture any of the Notes shall have been authenticated but not delivered, any such successor to the Indenture
Trustee may adopt the certificate of authentication of any predecessor trustee and deliver such Notes so authenticated, and in
case at that time any of the Notes shall not have been authenticated, any such successor to the Indenture Trustee may authenticate
such Notes either in the name of any predecessor trustee or in the name of the successor to the Indenture Trustee. In all such
cases such certificates shall have the full force which the Notes or this Indenture provide that the certificate of the Indenture
Trustee shall have.


 


Section
6.10         Appointment of Co-Indenture Trustee or Separate Indenture Trustee.


 


(a)          Notwithstanding
any other provisions of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which
any part of the Trust Estate may at the time be located, the Indenture Trustee shall have the power and may execute and deliver
an instrument to appoint one or more Persons to act as a co-trustee or co-trustees, jointly with the Indenture Trustee, or separate
trustee or separate trustees, of all or any part of the Trust Estate, and to vest in such Person or Persons, in such capacity and
for the benefit of the Noteholders, such title to the Trust Estate, or any part hereof, and, subject to the other provisions of
this Section 6.10, such powers, duties, obligations, rights and trusts as the Indenture Trustee may consider necessary or desirable.
No co-trustee or separate trustee under this Indenture shall be required to meet the terms of eligibility as a successor trustee
under Section 6.11 and no notice of the appointment of any co-trustee or separate trustee shall be required under Section 6.8.


 


(b)          Each
separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions
and conditions:


 






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		(i)	all rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall
be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate trustee or co-trustee jointly
(it being understood that such separate trustee or co-trustee shall not be authorized to act separately without the Indenture Trustee
joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be
performed the Indenture Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers,
duties and obligations (including the holding of title to the Trust Estate or any portion thereof in any such jurisdiction) shall
be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Indenture Trustee;



 


		(ii)	no trustee under this Indenture shall be personally liable by reason of any act or omission of
any other trustee under this Indenture; and



 


		(iii)	the Indenture Trustee may at any time accept the resignation of or remove any separate trustee
or co-trustee.



 


(c)          Any
notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate
trustees and co-trustees as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee
shall refer to this Indenture and the conditions of this Article VI. Each separate trustee and co-trustee, upon its acceptance
of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly
with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically
including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection to,
the Indenture Trustee. Each such instrument shall be filed with the Indenture Trustee.


 


(d)          Any
separate trustee or co-trustee may at any time constitute the Indenture Trustee its agent or attorney-in-fact with full power and
authority, to the extent permitted by law, to do any lawful act under or in respect of this Indenture on its behalf and in its
name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties,
rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the
appointment of a new or successor trustee.


 


Section
6.11         Eligibility; Disqualification.


 


(a)          The
Indenture Trustee shall at all times satisfy the requirements of TIA Section 310(a). The Indenture Trustee or its parent shall
have a combined capital and surplus of at least $50,000,000 as set forth in its most recent published annual report of condition
and shall have a long-term debt rating acceptable to each of the Rating Agencies. The Indenture Trustee shall comply with TIA Section
310(b).


 






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(b)          Within
90 days after ascertaining the occurrence of an Event of Default which shall not have been cured or waived, unless authorized by
the Commission, the Indenture Trustee shall resign with respect to the Class A Notes, the Class B Notes, the Class C Notes or the
Class D Notes in accordance with Section 6.8, and the Issuer shall appoint a successor Indenture Trustee for one or more of such
Classes, as applicable, so that there will be separate Indenture Trustees for the Class A Notes, the Class B Notes, the Class C
Notes or the Class D Notes. In the event the Indenture Trustee fails to comply with the terms of the preceding sentence, the Indenture
Trustee shall comply with clauses (ii) and (iii) of TIA Section 310(b).


 


(c)          In
the case of the appointment pursuant to this Section 6.11 of a successor Indenture Trustee with respect to any Class of Notes,
the Issuer, the retiring Indenture Trustee and the successor Indenture Trustee with respect to such Class of Notes shall execute
and deliver an indenture supplemental hereto wherein each successor Indenture Trustee shall accept such appointment and which (i)
shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, the successor Indenture
Trustee all the rights, powers, trusts and duties of the retiring Indenture Trustee with respect to the Notes of the Class to which
the appointment of such successor Indenture Trustee relates, (ii) if the retiring Indenture Trustee is not retiring with respect
to all Classes of Notes, shall contain such provisions as shall be deemed necessary or desirable to confirm that all rights, powers,
trusts and duties of the retiring Indenture Trustee with respect to the Notes of each Class as to which the retiring Indenture
Trustee is not retiring shall continue to be vested in the Indenture Trustee and (iii) shall add to or change any of the provisions
of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one
Indenture Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such Indenture Trustees
co-trustees of the same trust and that each such Indenture Trustee shall be a trustee of a trust or trusts hereunder separate and
apart from any trust or trusts hereunder administered by any other such Indenture Trustee; and upon the removal of the retiring
Indenture Trustee shall become effective to the extent provided herein.


 


Section
6.12         Preferential Collection of Claims Against Issuer.
The Indenture Trustee shall comply with TIA Section 311(a), excluding any creditor relationship listed in TIA Section 311(b). An
Indenture Trustee who has resigned or been removed shall be subject to TIA Section 311(a) to the extent indicated.


 


Section
6.13         Communications Regarding Demands to Purchase Receivables.
The Indenture Trustee agrees to cooperate in good faith with any reasonable request by the Depositor for information which is required
in order to enable the Depositor to comply with the provisions of Items 1104(e) and 1121(c) of Regulation AB and Rule 15Ga-1 under
the Exchange Act as it relates to the Indenture Trustee or to the Indenture Trustee’s obligations under this Agreement. The
Indenture Trustee shall provide the Depositor with notification, as soon as practicable and in any event within five (5) Business
Days, of all demands communicated to the Indenture Trustee for the repurchase or replacement of any Receivable.


 






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Article
VII

NOTEHOLDERS’ LISTS AND REPORTS


 


Section
7.1           Issuer To Furnish Indenture Trustee Names and Addresses
of Noteholders. If and so long as the Indenture Trustee is not the Note Registrar, the
Issuer shall furnish or cause to be furnished to the Indenture Trustee (i) not more than five (5) days after each Record Date,
a list, in such form as the Indenture Trustee may reasonably require, of the names and addresses of the Holders of Notes as of
such Record Date and (ii) at such other times as the Indenture Trustee may request in writing, within thirty (30) days after receipt
by the Issuer of any such request, a list of similar form and content as of a date not more than ten (10) days prior to the time
such list is furnished; provided, however, that, with respect to Notes issued as Book-Entry Notes, no such list shall
be required to be furnished.


 


Section
7.2           Preservation of Information; Communications to Noteholders.


 


(a)          The
Indenture Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of the Holders of
Notes contained in the most recent list furnished to the Indenture Trustee as provided in Section 7.1 and the names and addresses
of the Holders of Notes received by the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy
any list furnished to it as provided in Section 7.1 upon receipt of a new list so furnished.


 


(b)          Noteholders
may communicate pursuant to TIA Section 312(b) with other Noteholders with respect to their rights under this Indenture or under
the Notes.


 


(c)          The
Issuer, the Indenture Trustee and the Note Registrar shall have the protection of TIA Section 312(c).


 


Section
7.3           Reports by Issuer.


 


(a)          The
Issuer shall:


 


		(i)	file with the Indenture Trustee, within fifteen (15) days after the Issuer is required to file
the same with the Commission, copies of the annual reports and of the information, documents and other reports (or copies of such
portions of any of the foregoing as the Commission may from time to time by rules and regulations prescribe) that the Issuer may
be required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act;



 


		(ii)	file with the Indenture Trustee and the Commission in accordance with the rules and regulations
prescribed from time to time by the Commission such additional information, documents and reports with respect to compliance by
the Issuer with the conditions and covenants of this Indenture as may be required from time to time by such rules and regulations;
and



 






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		(iii)	supply to the Indenture Trustee (and the Indenture Trustee shall transmit by mail to all Noteholders
described in TIA Section 313(c)) such summaries of any information, documents and reports required to be filed by the Issuer pursuant
to clauses (i) and (ii) of this Section (a) and by the rules and regulations prescribed from time to time by the Commission.



 


(b)          Unless
the Issuer otherwise determines, the fiscal year of the Issuer shall correspond to the Trust Fiscal Year.


 


Section
7.4           Reports by Indenture Trustee.


 


(a)          If
required by TIA Section 313(a), within sixty (60) days after each March 31, beginning with March 31, 2016, the Indenture Trustee
shall mail to each Noteholder as required by TIA Section 313(c) a brief report dated as of such date that complies with TIA Section
313(a). The Indenture Trustee shall also comply with TIA Section 313(b).


 


(b)          The
Indenture Trustee shall file with the Commission and each stock exchange, if any, on which the Notes are listed a copy of each
report mailed to Noteholders pursuant to this Indenture. The Issuer shall notify the Indenture Trustee if and when the Notes are
listed on any stock exchange.


 


Article
VIII

ACCOUNTS, DISBURSEMENTS AND RELEASES


 


Section
8.1           Collection of Money.
Except as otherwise expressly provided herein, the Indenture Trustee may demand payment or delivery of, and shall receive and collect,
directly and without intervention or assistance of any fiscal agent or other intermediary, all money and other property payable
to or receivable by the Indenture Trustee pursuant to this Indenture and the Sale and Servicing Agreement. The Indenture Trustee
shall apply all such money received by it as provided in this Indenture and the Sale and Servicing Agreement. Except as otherwise
expressly provided in this Indenture, if any default occurs in the making of any payment or performance under any agreement or
instrument that is part of the Trust Estate, the Indenture Trustee may take such action as may be appropriate to enforce such payment
or performance, including the institution and prosecution of appropriate Proceedings. Any such action shall be without prejudice
to any right to claim a Default or Event of Default under this Indenture and any right to proceed thereafter as provided in Article
V.


 


Section
8.2           Trust Accounts.


 


(a)          On
or before the Closing Date, the Issuer shall cause the Servicer to establish and maintain, in the name of the Indenture Trustee,
for the benefit of the Noteholders and the Certificateholders, the Collection Account as provided in Section 4.1(a) of the Sale
and Servicing Agreement. On or before each Distribution Date, the Servicer shall deposit in the Collection Account all amounts
required to be deposited therein with respect to the preceding Collection Period as provided in Section 4.2 of the Sale and Servicing
Agreement.


 






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(b)          On
or before the Closing Date, the Issuer shall cause the Servicer to establish and maintain, in the name of the Indenture Trustee,
for the benefit of the Noteholders, the Reserve Account as provided in Section 4.7 of the Sale and Servicing Agreement. On each
Distribution Date, upon receipt of instructions from the Servicer pursuant to Section 4.6(b) of the Sale and Servicing Agreement,
the Indenture Trustee shall withdraw from the Reserve Account (up to the amount on deposit in the Reserve Account) and deposit
in the Collection Account the amount, if any, by which the Required Payment Amount for such Distribution Date exceeds the Available
Collections for such Distribution Date.


 


(c)          [RESERVED].


 


(d)          On
each Distribution Date, the Indenture Trustee shall apply or cause to be applied the amount on deposit in the Collection Account
on such Distribution Date in accordance with Section 2.8(a).


 


(e)          On
or before the Closing Date, the Issuer shall cause the Servicer to establish and maintain, in the name of the Indenture Trustee,
for the exclusive benefit of the Noteholders, the Note Payment Account as provided in Section 4.1(b) of the Sale and Servicing
Agreement. On each Distribution Date, the Indenture Trustee shall apply or cause to be applied the amount on deposit in the Note
Payment Account on such Distribution Date in accordance with Section 2.8 (a) or (d), as applicable.


 


Section
8.3           General Provisions Regarding Accounts.


 


(a)          So
long as no Default or Event of Default shall have occurred and be continuing, all or a portion of the funds in the Trust Accounts
shall be invested by the Indenture Trustee at the written direction of the Servicer in Permitted Investments as provided in Sections
4.1 and 4.7 of the Sale and Servicing Agreement. All income or other gain (net of losses and investment expenses) from investments
of monies deposited in the Trust Accounts shall be withdrawn by the Indenture Trustee from such accounts and distributed (but only
under the circumstances set forth in the Sale and Servicing Agreement) as provided in Sections 4.1 and 4.7 of the Sale and Servicing
Agreement. The Servicer shall not direct the Indenture Trustee to make any investment of any funds or to sell any investment held
in any of the Trust Accounts unless the security interest granted and perfected in such account will continue to be perfected in
such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with
any direction to the Indenture Trustee to make any such investment or sale, if requested by the Indenture Trustee, the Issuer shall
deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect.


 


(b)          Subject
to Section 6.1(c), the Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any of the Trust
Accounts resulting from any loss on any Permitted Investment included therein, except for losses attributable to the Indenture
Trustee’s failure to make payments on such Permitted Investments issued by the Indenture Trustee, in its commercial capacity
as principal obligor and not as trustee, in accordance with their terms.


 






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(c)          If
(i) the Servicer shall have failed to give written investment directions for any funds on deposit in the Trust Accounts to the
Indenture Trustee by 11:00 A.M. (New York City time) (or such other time as may be agreed upon by the Issuer and Indenture Trustee),
on the Business Day preceding each Distribution Date, (ii) a Default or Event of Default shall have occurred and be continuing
with respect to the Notes but the Notes shall not have been declared immediately due and payable pursuant to Section 5.2 or (iii)
the Notes shall have been declared immediately due and payable following an Event of Default, amounts collected or receivable from
the Trust Estate are being applied in accordance with Section 5.4 as if there had not been such a declaration, then the Indenture
Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Trust Accounts in one or more Permitted Investments.


 


Section
8.4           Release of Trust Estate.


 


(a)          Subject
to the payment of its fees and expenses pursuant to Section 6.7, the Indenture Trustee may, and when required by the provisions
of this Indenture shall, execute instruments to release property from the lien of this Indenture, or convey the Indenture Trustee’s
interest in the same, in a manner and under circumstances that are not inconsistent with the provisions of this Indenture. No party
relying upon an instrument executed by the Indenture Trustee as provided in this Article VIII shall be bound to ascertain the Indenture
Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any monies.


 


(b)          The
Indenture Trustee shall, at such time as there are no Notes Outstanding and all sums due the Indenture Trustee pursuant to Section
6.7 have been paid in full, release any remaining portion of the Trust Estate that secured the Notes from the lien of this Indenture
and release to the Issuer or any other Person entitled thereto any funds then on deposit in the Trust Accounts. The Indenture Trustee
shall release property from the lien of this Indenture pursuant to this Section (b) only upon receipt of an Issuer Request accompanied
by an Officer’s Certificate, an Opinion of Counsel addressed to the Indenture Trustee and (if required by the TIA) Independent
Certificates in accordance with TIA Sections 314(c) and 314(d)(1) meeting the applicable requirements of Section 11.1.


 


Section
8.5           Opinion of Counsel.
The Indenture Trustee shall receive at least seven (7) days notice when requested by the Issuer to take any action pursuant to
Section 8.4(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, except in connection
with any action contemplated by Section 8.4(b), as a condition to such action, an Opinion of Counsel, addressed to the Indenture
Trustee, stating the legal effect of any such action, outlining the steps required to complete such action, and concluding that
all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely
impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; provided,
however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Trust Estate.
Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate
or other instrument delivered to the Indenture Trustee in connection with any such action.


 






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Article
IX

SUPPLEMENTAL INDENTURES


 


Section 9.1           Supplemental
Indentures Without Consent of Noteholders.


 


(a)          The
Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, without the consent of the Holders of any Notes, with
prior written notice to the Rating Agencies and the Administrator, at any time and from time to time, enter into one or more indentures
supplemental hereto, in form satisfactory to the Indenture Trustee, for any of the following purposes:


 


		(i)	to correct or amplify the description of any property at any time subject to the lien of this Indenture,
or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien
of this Indenture, or to subject to the lien of this Indenture additional property;



 


		(ii)	to evidence the succession, in compliance with the applicable provisions hereof, of another Person
to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes contained;



 


		(iii)	to add to the covenants of the Issuer, for the benefit of the Holders of the Notes, or to surrender
any right or power herein conferred upon the Issuer;



 


		(iv)	to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee;



 


		(v)	to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture
that may be inconsistent with any other provision herein or in any supplemental indenture or in any offering document used in connection
with the initial offer and sale of the Notes or to add any provisions to or change in any manner or eliminate any of the provisions
of this Indenture which will not be inconsistent with other provisions of this Indenture;



 


		(vi)	to evidence and provide for the acceptance of the appointment hereunder by a successor trustee
with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the
administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI; or



 


		(vii)	to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary
to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to
this Indenture such other provisions as may be expressly required by the TIA;



 






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provided, however,
that (i) no such supplemental indenture may materially adversely affect the interests of any Noteholder, and (ii) no such supplemental
indenture will be permitted unless an Opinion of Counsel is delivered to the Indenture Trustee to the effect that such supplemental
indenture will not cause the Issuer to be characterized for federal income tax purposes as an association taxable as a corporation
or otherwise have any material adverse impact on the federal income taxation of any Notes Outstanding or any Noteholder. A supplemental
indenture shall be deemed not to materially adversely affect the interests of any Noteholder if (i) the Person requesting such
supplemental indenture obtains and delivers to the Indenture Trustee an Opinion of Counsel to that effect or (ii) the Rating Agency
Condition is satisfied. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture
and to make any further appropriate agreements and stipulations that may be therein contained.


 


Section
9.2           Supplemental Indentures with Consent of Noteholders.


 


(a)          The
Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, with the consent of the Holders of Notes evidencing
not less than 51% of the Note Balance of the Controlling Class and with prior notice to the Rating Agencies and the Administrator,
by Act of such Holders delivered to the Issuer and the Indenture Trustee, at any time and from time to time, enter into one or
more indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of
the provisions of, this Indenture or modifying in any manner the rights of the Holders of the Notes under this Indenture; provided,
however, that (i) no such supplemental indenture may materially adversely affect the interests of any Noteholder and (ii)
no such supplemental indenture will be permitted unless an Opinion of Counsel is delivered to the Indenture Trustee to the effect
that such supplemental indenture will not cause the Issuer to be characterized for federal income tax purposes as an association
taxable as a corporation or otherwise have any material adverse impact on the federal income taxation of any Notes Outstanding
or any Noteholder; and, provided further, that no such supplemental indenture may, without the consent of the Holder of each Outstanding
Note affected by such supplemental indenture:


 


		(i)	change any Class Final Distribution Date or the date of payment of any installment of principal
of or interest on any Note, or reduce the principal amount thereof, the Note Rate applicable thereto or the Redemption Price with
respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the
sale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin
or currency in which, any Note or the interest thereon is payable;



 


		(ii)	impair the right to institute suit for the enforcement of the provisions of this Indenture requiring
the application of available funds, as provided in Article V, to the payment of any amount due on the Notes on or after the respective
due dates thereof (or, in the case of redemption, on or after the Redemption Date);



 






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		(iii)	reduce the percentage of the Note Balance or the Note Balance of the Controlling Class the consent
of the Holders of which is required for any such supplemental indenture or for any waiver of compliance with the provisions of
this Indenture or of defaults hereunder and their consequences as provided in this Indenture;



 


		(iv)	modify or alter (A) the provisions of the second proviso to the definition of the term “Outstanding”
or (B) the definition of the term “Note Balance” or the definition of the term “Controlling Class”;



 


		(v)	reduce the percentage of the Note Balance the consent of the Holders of which is required to direct
the Indenture Trustee to sell or liquidate the Trust Estate pursuant to Section 5.4 if the proceeds of such sale would be insufficient
to pay in full the principal amount of and accrued but unpaid interest on the Notes;



 


		(vi)	reduce the percentage of the Note Balance of the Controlling Class the consent of the Holders of
which is required for any such supplemental indenture amending the provisions of this Indenture which specify the applicable percentage
of the Note Balance of the Controlling Class the consent of which is required for such supplemental indenture or the amendment
of any other Transaction Document;



 


		(vii)	affect the calculation of the amount of interest on or principal of the Notes payable on any Distribution
Date, including the calculation of any of the individual components of such calculation;



 


		(viii)	modify any of the provisions of this Indenture in such a manner as to affect the rights of the
Holders of the Notes to the benefit of any provisions for the mandatory redemption of the Notes; or



 


		(ix)	permit the creation of any Lien ranking prior to or on a parity with the lien of this Indenture
with respect to any part of the Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien of this
Indenture on any such collateral at any time subject hereto or deprive the Holder of any Note of the security provided by the lien
of this Indenture.



 


(b)          It
shall not be necessary for any Act of Noteholders under this Section 9.2 to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer
and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.2, the Indenture Trustee shall mail to the Holders
of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of
such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however,
in any way impair or affect the validity of any such supplemental indenture.


 






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Section
9.3           Execution of Supplemental Indentures.
In executing, or permitting the additional trusts created by, any supplemental indenture permitted by this Article IX or the modification
thereby of the trusts created by this Indenture, the Indenture Trustee shall be entitled to receive and, subject to Section 6.1
and Section 6.2, shall be fully protected in relying upon an Opinion of Counsel stating that the execution of such supplemental
indenture is authorized or permitted by this Indenture and that all conditions precedent in this Indenture to the execution and
delivery of such supplemental indenture have been satisfied. The Indenture Trustee may, but shall not be obligated to, enter into
any such supplemental indenture that affects the Indenture Trustee’s own rights, duties, liabilities or immunities under
this Indenture or otherwise. Notwithstanding anything in this Indenture to the contrary, no supplemental indenture shall be effective
without the prior written consent of the Owner Trustee if the supplemental indenture would adversely modify the amount or timing
of distributions to be made to the Owner Trustee under this Indenture.


 


Section
9.4           Effect of Supplemental Indenture.
Upon the execution of any supplemental indenture pursuant to the provisions hereof, this Indenture shall be and shall be deemed
to be modified and amended in accordance therewith with respect to the Notes affected thereby, and the respective rights, limitations
of rights, obligations, duties, liabilities and immunities under this Indenture of the Indenture Trustee, the Issuer and the Holders
of the Notes shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and
amendments, and all the terms and conditions of any such supplemental indenture shall be and be deemed to be part of the terms
and conditions of this Indenture for any and all purposes.


 


Section
9.5           Conformity with Trust Indenture Act.
Every amendment of this Indenture and every supplemental indenture executed pursuant to this Article IX shall conform to the requirements
of the Trust Indenture Act as then in effect so long as this Indenture shall then be qualified under the Trust Indenture Act.


 


Section
9.6           Reference in Notes to Supplemental Indentures.
Any Notes authenticated and delivered after the execution of any supplemental indenture pursuant to this Article IX may, and if
required by the Indenture Trustee shall, bear a notation in form approved by the Indenture Trustee as to any matter provided for
in such supplemental indenture. If the Issuer or the Indenture Trustee shall so determine, new Notes so modified as to conform,
in the opinion of the Indenture Trustee and the Issuer, to any such supplemental indenture may be prepared and executed by the
Issuer and authenticated and delivered by the Indenture Trustee in exchange for Outstanding Notes.


 






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Article
X

REDEMPTION OF NOTES


 


Section 10.1         Redemption.


 


(a)          The
Notes are subject to redemption in whole, but not in part, at the direction of the Servicer, pursuant to Section 9.1(a) of the
Sale and Servicing Agreement, on any Distribution Date on which the Servicer exercises its option to purchase the assets of the
Issuer pursuant to such Section 9.1(a), and the amount paid by the Servicer shall be treated as collections in respect of the Receivables
and applied to pay all amounts due to the Servicer under the Sale and Servicing Agreement and the unpaid principal amount of the
Notes plus all accrued and unpaid interest (including any overdue interest) thereon. If the Notes are to be redeemed pursuant to
this Section 10.1(a), the Issuer shall furnish or cause the Servicer to furnish notice of such redemption to the Depositor, the
Indenture Trustee, the Owner Trustee, the Rating Agencies and the Administrator not later than ten (10) days prior to the Redemption
Date and the Issuer shall deposit the Redemption Price of the Notes to be redeemed in the Note Payment Account by 10:00 A.M. (New
York City time) on the Redemption Date, whereupon all such Notes shall be due and payable on the Redemption Date.


 


(b)          In
the event that the assets of the Issuer are purchased by the Servicer pursuant to Section 9.1(a) of the Sale and Servicing Agreement,
all amounts on deposit in the Note Payment Account shall be paid to the Noteholders up to the unpaid principal amount of the Notes
and all accrued and unpaid interest thereon. If such amounts are to be paid to Noteholders pursuant to this Section 10.1(b), the
Issuer shall, to the extent practicable, furnish or cause the Servicer to furnish notice of such event to the Depositor, the Indenture
Trustee, the Rating Agencies and the Administrator not later than ten (10) days prior to the Redemption Date, whereupon all such
amounts shall be payable on the Redemption Date.


 


Section
10.2         Form of Redemption Notice.


 


(a)          Notice
of redemption of the Notes under Section 10.1(a) shall be given by the Indenture Trustee by first-class mail, postage prepaid,
or by facsimile mailed or transmitted promptly following receipt of notice from the Issuer or the Servicer pursuant to Section
10.1(a), but not later than ten (10) days prior to the applicable Redemption Date, to each Holder of the Notes as of the close
of business on the second Record Date preceding the applicable Redemption Date, at such Holder’s address or facsimile number
appearing in the Note Register.


 


(b)          All
notices of redemption shall state:


 


		(i)	the Redemption Date;



 


		(ii)	the Redemption Price; and



 


		(iii)	the place where the Notes are to be surrendered for payment of the Redemption Price (which shall
be the office or agency of the Issuer to be maintained as provided in Section 3.2).



 






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(c)          Notice
of redemption of the Notes shall be given by the Indenture Trustee in the name and at the expense of the Issuer.
Any failure to give notice of redemption, or any defect therein, to any Holder of any Note shall not, however, impair or affect
the validity of the redemption of any other Note.


 


Section
10.3         Notes Payable on Redemption Date.
The Notes to be redeemed shall, following notice of redemption as required by Section 10.2 (in the case of redemption pursuant
to Section 10.1(a)), become due and payable on the Redemption Date at the Redemption Price and (unless the Issuer shall default
in the payment of the Redemption Price) no interest shall accrue on the Redemption Price for any period after the date to which
accrued interest is calculated for purposes of calculating the Redemption Price.


 


Article
XI

MISCELLANEOUS


 


Section 11.1         Compliance
Certificates and Opinions, etc.


 


(a)          Upon
any application or request by the Issuer to the Indenture Trustee to take any action under any provision of this Indenture, the
Issuer shall furnish to the Indenture Trustee (i) an Officer’s Certificate stating that all conditions precedent, if any,
provided for in this Indenture relating to the proposed action have been complied with, (ii) an Opinion of Counsel stating that,
in the opinion of such counsel, all such conditions precedent, if any, have been complied with and (iii) (if required by the TIA)
an Independent Certificate from a firm of certified public accountants meeting the applicable requirements of this Section 11.1,
except that, in the case of any such application or request as to which the furnishing of such documents is specifically required
by any provision of this Indenture, no additional certificate or opinion need be furnished.


 


(b)          Every
certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:


 


		(i)	a statement that each signatory of such certificate or opinion has read or has caused to be read
such covenant or condition and the definitions herein relating thereto;



 


		(ii)	a brief statement as to the nature and scope of the examination or investigation upon which the
statements or opinions contained in such certificate or opinion are based;



 


		(iii)	a statement that, in the opinion of each such signatory, such signatory has made such examination
or investigation as is necessary to enable such signatory to express an informed opinion as to whether or not such covenant or
condition has been complied with; and



 


		(iv)	a statement as to whether, in the opinion of each such signatory, such condition or covenant has
been complied with.



 






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(c)          Prior
to the deposit of any Collateral or other property or securities with the Indenture Trustee that is to be made the basis for the
release of any property or securities subject to the lien of this Indenture, the Issuer shall, in addition to any obligation imposed
in Section 11.1(a) or elsewhere in this Indenture, deliver to the Indenture Trustee an Officer’s Certificate certifying or
stating the opinion of each person signing such certificate as to the fair value (within ninety (90) days of such deposit) to the
Issuer of the Collateral or other property or securities to be so deposited.


 


(d)          Whenever
the Issuer is required to furnish to the Indenture Trustee an Officer’s Certificate certifying or stating the opinion of
any signer thereof as to the matters described in Section 11.1(c), the Issuer shall also furnish to the Indenture Trustee an Independent
Certificate as to the same matters if the fair value to the Issuer of the property or securities to be so deposited and of all
other such property or securities made the basis of any such withdrawal or release since the commencement of the then-current fiscal
year of the Issuer, as set forth in the certificates furnished pursuant to Section 11.1(c) and this Section 11.1(d), is 10% or
more of the Note Balance, but such a certificate need not be furnished with respect to any property or securities so deposited
if the fair value thereof to the Issuer as set forth in the related Officer’s Certificate is less than $25,000 or less than
1% of the Note Balance.


 


(e)          Whenever
any property or securities are to be released from the lien of this Indenture, the Issuer shall also furnish to the Indenture Trustee
an Officer’s Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within
ninety (90) days of such release) of the property or securities proposed to be released and stating that in the opinion of such
person the proposed release will not impair the security under this Indenture in contravention of the provisions hereof.


 


(f)          Whenever
the Issuer is required to furnish to the Indenture Trustee an Officer’s Certificate certifying or stating the opinion of
any signer thereof as to the matters described in Section 11.1(e), the Issuer shall also furnish to the Indenture Trustee an Independent
Certificate as to the same matters if the fair value of the property or securities and of all other property, other than property
as contemplated by Section 11.1(g) or securities released from the lien of this Indenture since the commencement of the then-current
calendar year, as set forth in the certificates required by Section 11.1(e) and this Section 11.1(f), is 10% or more of the Note
Balance, but such a certificate need not be furnished in the case of any release of property or securities if the fair value thereof
as set forth in the related Officer’s Certificate is less than $25,000 or less than 1% of the Note Balance.


 


(g)          Notwithstanding
Section 2.10 or any other provisions of this Section 11.1, the Issuer may, without compliance with the requirements of the other
provisions of this Section 11.1, (i) collect, liquidate, sell or otherwise dispose of Receivables and Financed Vehicles as and
to the extent permitted or required by the Transaction Documents and (ii) make cash payments out of the Trust Accounts as and to
the extent permitted or required by the Transaction Documents.


 






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Section
11.2         Form of Documents Delivered to Indenture Trustee.


 


(a)          In
any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary
that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered
by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such
Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.


 


(b)          Any
certificate or opinion of an Authorized Officer of the Issuer may be based, insofar as it relates to legal matters, upon a certificate
or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that
the certificate or opinion or representations with respect to the matters upon which such officer’s certificate or opinion
is based are erroneous. Any such certificate of an Authorized Officer or Opinion of Counsel may be based, insofar as it relates
to factual matters, upon a certificate or opinion of, or representations by, one or more officers of the Depositor, the Seller,
the Servicer, the Administrator or the Issuer, stating that the information with respect to such factual matters is in the possession
of the Depositor, the Seller, the Servicer, the Administrator or the Issuer, unless such Authorized Officer or counsel knows, or
in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters
are erroneous.


 


(c)          Where
any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions
or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.


 


(d)          Whenever
in this Indenture, in connection with any application or certificate or report to the Indenture Trustee, it is provided that the
Issuer shall deliver any document as a condition of the granting of such application, or as evidence of the Issuer’s compliance
with any term hereof, it is intended that the truth and accuracy, at the time of the granting of such application or at the effective
date of such certificate or report (as the case may be), of the facts and opinions stated in such document shall in such case be
conditions precedent to the right of the Issuer to have such application granted or to the sufficiency of such certificate or report.
The foregoing shall not, however, be construed to affect the Indenture Trustee’s right to rely upon the truth and accuracy
of any statement or opinion contained in any such document as provided in Article VI.


 


Section
11.3         Acts of Noteholders.


 


(a)          Any
request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken
by the Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by the Noteholders
in person or by agents duly appointed in writing, and except as herein otherwise expressly provided such action shall become effective
when such instrument or instruments are delivered to the Indenture Trustee and, where it is hereby expressly required, to the Issuer.
Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the
“Act” of the Noteholders signing such instrument or instruments. Proof of execution of any such instrument or
of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.1) conclusive
in favor of the Indenture Trustee and the Issuer, if made in the manner provided in this Section 11.3.


 






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(b)          The
fact and date of the execution by any Person of any such instrument or writing may be proved in any manner that the Indenture Trustee
deems sufficient.


 


(c)          The
ownership of Notes shall be proved by the Note Register.


 


(d)          Any
request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Notes shall bind the Holder
of every Note issued upon the registration thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted
or suffered to be done by the Indenture Trustee or the Issuer in reliance thereon, whether or not notation of such action is made
upon such Note.


 


Section
11.4         Notices, etc., to Indenture Trustee, Issuer and Rating Agencies.


 


(a)          Any
request, demand, authorization, direction, notice, instruction, consent, waiver, Act of Noteholders or other document provided
or permitted by this Indenture shall be in writing and if such request, demand, authorization, direction, notice, instruction,
consent, waiver, Act of Noteholders or other document is to be made upon, given or furnished to or filed with:


 


		(i)	the Indenture Trustee by any Noteholder or by the Issuer, shall be sufficient for every purpose
hereunder if made, given, furnished or filed in writing to or with the Indenture Trustee at its Corporate Trust Office;



 


		(ii)	the Issuer by the Indenture Trustee or by any Noteholder, shall be sufficient for every purpose
hereunder if in writing and sent by first-class mail, postage prepaid, or overnight courier to the Issuer addressed to: CarMax
Auto Owner Trust 2015-2, in care of U.S. Bank Trust National Association, at its Corporate Trust Office as defined in the Trust
Agreement, with a copy to the Administrator at 12800 Tuckahoe Creek Parkway, Richmond, Virginia 23238, Attention: Treasury Department,
or at any other address previously furnished in writing to the Indenture Trustee by the Issuer or the Administrator;



 


		(iii)	the Depositor by the Indenture Trustee, the Servicer or any Noteholder, shall be sufficient for
every purpose hereunder if in writing and sent by first-class mail, postage prepaid, or overnight courier to the Depositor addressed
to CarMax Auto Funding LLC at 12800 Tuckahoe Creek Parkway, Suite 400, Richmond, Virginia 23238, Attention: Treasurer; or



 


		(iv)	the Administrator by the Indenture Trustee, the Issuer, the Servicer, the Depositor or any Noteholder,
shall be sufficient for every purpose hereunder if in writing and sent by first-class mail, postage prepaid, or overnight courier
to the Administrator addressed to CarMax Business Services, LLC at 12800 Tuckahoe Creek Parkway, Richmond, Virginia 23238, Attention:
Treasury Department.



 






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(b)          Notices
required to be given to the Rating Agencies by the Issuer, the Indenture Trustee or the Owner Trustee shall be in writing, personally
delivered, telecopied or mailed by certified mail, return receipt requested, to (i) in the case of Fitch, at the following address:
Fitch Ratings, Inc., 33 Whitehall Street, New York, New York 10004, Attention: Auto Asset Backed Securities Group, and via email
to notifications.abs@fitchratings.com and (ii) in the case of Moody’s, at the following address: Moody’s Investors
Service, Inc., ABS Monitoring Department, 25th Floor, 7 World Trade Center, 250 Greenwich Street, New York, New York 10007.


 


Section
11.5         Notices to Noteholders; Waiver.


 


(a)          Where
this Indenture provides for notice to Noteholders of any event, such notice shall be sufficiently given (unless otherwise herein
expressly provided) if in writing and mailed, first-class, postage prepaid to each Noteholder affected by such event, at its address
as it appears on the Note Register, not later than the latest date, and not earlier than the earliest date, prescribed for the
giving of such notice. In any case where notice to Noteholders is given by mail, neither the failure to mail such notice nor any
defect in any notice so mailed to any particular Noteholder shall affect the sufficiency of such notice with respect to other Noteholders,
and any notice that is mailed in the manner herein provided shall conclusively be presumed to have been duly given.


 


(b)          Where
this Indenture provides for notice in any manner, such notice may be waived in writing by any Person entitled to receive such notice,
either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Noteholders shall
be filed with the Indenture Trustee, but such filing shall not be a condition precedent to the validity of any action taken in
reliance upon such a waiver.


 


(c)          If,
by reason of the suspension of regular mail service as a result of a strike, work stoppage or similar activity, it shall be impractical
to mail notice of any event to Noteholders when such notice is required to be given pursuant to any provision of this Indenture,
then any manner of giving such notice as shall be satisfactory to the Indenture Trustee shall be deemed to be a sufficient giving
of such notice.


 


(d)          Where
this Indenture provides for notice to the Rating Agencies, failure to give such notice shall not affect any other rights or obligations
created hereunder, and shall not under any circumstance constitute a Default or Event of Default.


 


Section
11.6         Alternate Payment and Notice Provisions.
Notwithstanding any other provisions of this Indenture or any of the Notes to the contrary, the Issuer may enter into any agreement
with any Holder of a Note providing for a method of payment, or notice by the Indenture Trustee or any Paying Agent to such Holder,
that is different from the methods provided for in this Indenture for such payments or notices. The Issuer shall furnish to the
Indenture Trustee a copy of each such agreement and the Indenture Trustee shall cause payments to be made and notices to be given
in accordance with such agreements.


 






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Section
11.7         Conflict with Trust Indenture Act.
If any provision hereof limits, qualifies or conflicts with another provision hereof that is required to be included in this Indenture
by any of the provisions of the Trust Indenture Act, such required provision shall control. The provisions of TIA Sections 310
through 317 that impose duties on any Person (including the provisions automatically deemed included herein unless expressly excluded
by this Indenture) are a part of and govern this Indenture, whether or not physically contained herein.


 


Section
11.8         Effect of Headings and Table of Contents.
The Article and Section headings herein and the Table of Contents are for convenience of reference only and shall not define or
limit any of the terms or provisions hereof.


 


Section
11.9         Successors and Assigns.
All covenants and agreements in this Indenture and the Notes by the Issuer shall bind its successors and assigns, whether so expressed
or not. All agreements of the Indenture Trustee in this Indenture shall bind its successors, co-trustees and agents.


 


Section
11.10         Severability. If
any provision of this Indenture or the Notes shall be invalid, illegal or unenforceable, the validity, legality, and enforceability
of the remaining provisions of this Indenture and the Notes shall not in any way be affected or impaired thereby.


 


Section
11.11         Benefits of Indenture.
Nothing in this Indenture or in the Notes, express or implied, shall give to any Person, other than the parties hereto and their
successors hereunder, the Noteholders, any other party secured hereunder and any other Person with an ownership interest in any
part of the Trust Estate, any benefit or any legal or equitable right, remedy or claim under this Indenture.


 


Section
11.12         Legal Holiday. If
the date on which any payment is due shall not be a Business Day, then (notwithstanding any other provision of the Notes or this
Indenture) payment need not be made on such date but may be made on the next succeeding Business Day with the same force and effect
as if made on the date on which nominally due, and no interest shall accrue for the period from and after any such nominal date.


 


Section
11.13         GOVERNING LAW. THIS
INDENTURE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES UNDER THIS INDENTURE SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAWS PROVISIONS
THEREOF WHICH MAY REQUIRE THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL
OBLIGATIONS LAW).


 


Section
11.14         Counterparts. This
Indenture may be executed in any number of counterparts, each of which counterparts when so executed shall be deemed to be an original,
and all of which counterparts shall together constitute but one and the same instrument.


 






    	73



    	 



    

 


Section
11.15         Recording of Indenture.
If this Indenture is subject to recording in any appropriate public recording office, such recording shall be effected by the Issuer
at its expense and shall be accompanied by an Opinion of Counsel (which may be counsel to the Indenture Trustee or any other counsel
reasonably acceptable to the Indenture Trustee) to the effect that such recording is necessary either for the protection of the
Noteholders or any other Person secured hereunder or for the enforcement of any right or remedy granted to the Indenture Trustee
under this Indenture.


 


Section
11.16         Trust Obligation.
No recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer, the Owner Trustee or the Indenture
Trustee on the Notes or under this Indenture or any certificate or other writing delivered in connection herewith or therewith
against (i) the Indenture Trustee or the Owner Trustee in its individual capacity, (ii) any holder of a beneficial interest in
the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director, employee or agent of the Indenture Trustee or the
Owner Trustee in its individual capacity, of any holder of a beneficial interest in the Issuer, the Owner Trustee or the Indenture
Trustee or of any successor or assign of the Indenture Trustee or the Owner Trustee in its individual capacity, except as any such
Person may have expressly agreed (it being understood that the Indenture Trustee and the Owner Trustee have no such obligations
in their individual capacities), and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided
by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call
owing to such entity. For all purposes of this Indenture, in the performance of any duties or obligations of the Issuer hereunder,
the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI, Article VII and
Article VIII of the Trust Agreement.


 


Section
11.17         No Petition. The
Indenture Trustee, by entering into this Indenture, and each Noteholder or Note Owner, by accepting a Note or beneficial interest
in a Note, as the case may be, hereby covenant and agree that they will not at any time institute against the Depositor or the
Issuer, or join in any institution against the Depositor or the Issuer of, or cooperate with or encourage others to institute against
the Depositor or the Issuer, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other proceedings
under any United States federal or State bankruptcy or similar law in connection with any obligations relating to the Notes, this
Indenture or any of the other Transaction Documents.


 


Section
11.18         Inspection. The Issuer
shall, with reasonable prior notice, permit any representative of the Indenture Trustee, during the Issuer’s normal business
hours, to examine the books of account, records, reports and other papers of the Issuer, to make copies and extracts therefrom,
to cause such books to be audited by Independent certified public accountants, and to discuss the Issuer’s affairs, finances
and accounts with the Issuer’s officers, employees, and Independent certified public accountants, all at such reasonable
times and as often as may be reasonably requested. The Indenture Trustee shall and shall cause its representatives to hold in confidence
all such information except to the extent disclosure may be required by law (and all reasonable applications for confidential treatment
are unavailing) and except to the extent that the Indenture Trustee may reasonably determine that such disclosure is consistent
with its obligations hereunder.


 






    	74



    	 



    

 


Section
11.19         Third-Party Beneficiaries.
This Indenture shall inure to the benefit of and be binding upon the parties hereto, the Owner Trustee, the Noteholders, the Certificateholders
and their respective successors and permitted assigns. Except as otherwise provided in this Article XI, no other Person shall have
any right or obligation hereunder.


 


Section
11.20         Limitation on Recourse to CarMax Funding.
Notwithstanding anything to the contrary contained herein, the Depositor shall only be required to pay (i) any fees, expenses,
indemnities or other liabilities that it may incur under the Transaction Documents from funds available pursuant to, and in accordance
with, the applicable payment priorities set forth in the Transaction Documents and (ii) to the extent the Depositor has additional
funds available (other than funds described in the preceding clause (i)) that would be in excess of amounts that would be necessary
to pay the debt and other obligations of the Depositor in accordance with the Depositor’s certificate of formation, operating
agreement and all financing documents to which the Depositor is a party. The agreement set forth in the preceding sentence shall
constitute a subordination agreement for purposes of Section 510(a) of the Bankruptcy Code. In addition, no amount owing by the
Depositor under any Transaction Document in excess of liabilities that it is required to pay in accordance with the preceding sentence
shall constitute a “claim” (as defined in Section 101(5) of the Bankruptcy Code) against it.


 


[SIGNATURE PAGE FOLLOWS]


 




    	75



    	 



    

  


IN WITNESS WHEREOF, the
Issuer and the Indenture Trustee have caused this Indenture to be duly executed by their respective officers, thereunto duly authorized
and duly attested, all as of the day and year first above written.


 


	 	CARMAX AUTO OWNER TRUST 2015-2
	 	 	 
	 	By:	U.S. BANK TRUST NATIONAL ASSOCIATION,
	 	 	not in its individual capacity but solely
	 	 	as Owner Trustee


 


	 	By:	/s/ Christopher J. Nuxoll
	 	Name: Christopher J. Nuxoll
	 	Title: Vice President
	 	 
	 	WELLS FARGO BANK,
	 	NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely
	 	as Indenture Trustee
	 	 
	 	By: 	/s/ Tara H. Anderson
	 	Name: Tara H. Anderson
	 	Title: Vice President


 


Indenture (CAOT 2015-2)


 




    	 



    	 



    

 


APPENDIX A


 


Additional Representations and Warranties


 


		1.	This Indenture creates a valid and continuing “security interest” (as defined in the
Relevant UCC) in the Receivables in favor of the Indenture Trustee, which security interest is prior to all other Liens and is
enforceable as such as against creditors of and purchasers from the Issuer.



 


		2.	With respect to each Receivable, the Issuer has taken all steps necessary to perfect its security
interest against the related Obligor in the related Financed Vehicle.



 


		3.	The Receivables constitute “tangible chattel paper” (as defined in the Relevant UCC).



 


		4.	The Issuer owns and has good and marketable title to the Receivables free and clear of any Lien,
claim or encumbrance of any Person.



 


		5.	The Issuer has caused or will cause prior to the Closing Date the filing of all appropriate financing
statements in the proper filing office in the appropriate jurisdictions under applicable law necessary to perfect the security
interest in the Receivables granted to the Indenture Trustee under this Indenture.



 


		6.	Other than the security interest granted to the Indenture Trustee under the Indenture, the Issuer
has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables. The Issuer has not
authorized the filing of and is not aware of any financing statements against the Seller, the Depositor or the Issuer that include
a description of collateral covering the Receivables other than the financing statements relating to the security interests granted
to the Depositor, the Issuer and the Indenture Trustee under the Transaction Documents or any financing statement that has been
terminated. The Issuer is not aware of any judgment or tax lien filings against the Seller, the Depositor or the Issuer.



 


		7.	All financing statements filed or to be filed against the Issuer in favor of the Indenture Trustee
in connection herewith describing the Receivables contain a statement to the following effect: “A purchase of or security
interest in any collateral described in this financing statement will violate the rights of the Indenture Trustee.”



 




    	App. A



    	 



    

  


Exhibit A-1


 


Form of Class A-1 Note


 


UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 


THE PRINCIPAL OF THIS NOTE IS PAYABLE AS SET FORTH IN THE INDENTURE
(AS DEFINED BELOW). THE OUTSTANDING PRINCIPAL BALANCE OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.


 


	REGISTERED	$[________]
	 	 
	NO. R-[___]	CUSIP NO.  143127AA6


 


CarMax
Auto Owner Trust 2015-2


 


0.35000% CLASS A-1 ASSET-BACKED NOTE


 


CarMax Auto Owner Trust
2015-2, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuer”),
for value received, hereby promises to pay to Cede & Co., or its registered assigns, the principal sum of [          ]
DOLLARS payable on each Distribution Date in an amount equal to the aggregate amount, if any, payable from the Note Payment Account
in respect of principal on the Class A-1 Notes pursuant to Section 2.8 of the Indenture dated as of May 1, 2015 (as amended, supplemented
or otherwise modified and in effect from time to time, the “Indenture”) between the Issuer and Wells Fargo Bank,
National Association, a national banking association, as Indenture Trustee (in such capacity, the “Indenture Trustee”);
provided, however, that, if not paid prior to such date, the unpaid principal amount of this Class A-1 Note shall
be due and payable on the earlier of the May 16, 2016 Distribution Date (the “Class A-1 Final Distribution Date”)
and the Redemption Date, if any, pursuant to Section 10.1 of the Indenture. Capitalized terms used but not defined herein are defined
in Article I of the Indenture, which also contains rules as to construction that shall be applicable hereto.







 






    	Ex. A-1-1



    	 



    

 


The Issuer shall pay
interest on this Class A-1 Note at the rate per annum shown above on each Distribution Date, until the principal of this Class
A-1 Note is paid or made available for payment, on the principal amount of this Class A-1 Note outstanding on the preceding Distribution
Date (after giving effect to all payments of principal made on such preceding Distribution Date), subject to certain limitations
contained in Section 3.1 of the Indenture. Interest on this Class A-1 Note shall accrue for each Distribution Date from and including
the preceding Distribution Date (or, in the case of the initial Distribution Date or if no interest has been paid, from and including
the Closing Date) to but excluding such Distribution Date. Interest shall be computed on the basis of actual days elapsed and a
360-day year. Interest on this Class A-1 Note on each Distribution Date shall equal the product of (i) the rate per annum shown
above, (ii) the principal amount of this Class A-1 Note outstanding on the preceding Distribution Date (after giving effect to
all payments of principal made on such preceding Distribution Date) and (iii) the actual number of days in the applicable interest
period divided by 360; provided, however, that the interest payable on this Class A-1 Note on June 15, 2015 shall
equal $64,808.33. The principal of and interest on this Class A-1 Note shall be paid in the manner specified on the reverse hereof.


 


“Distribution
Date” means the 15th day of each month or, if such 15th day is not a Business Day, the following Business Day, commencing
on June 15, 2015.


 


The principal of and
interest on this Class A-1 Note are payable in such coin or currency of the United States as at the time of payment is legal tender
for payment of public and private debts. All payments made by the Issuer with respect to this Class A-1 Note shall be applied first
to interest due and payable on this Class A-1 Note as provided above and then to the unpaid principal of this Class A-1 Note.


 


Reference is hereby
made to the further provisions of this Class A-1 Note set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if fully set forth on the face of this Class A-1 Note.


 


Unless the certificate
of authentication hereon has been executed by an authorized officer of the Indenture Trustee, by manual or facsimile signature,
this Class A-1 Note shall not entitle the Holder hereof to any benefit under the Indenture or be valid for any purpose.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


 




    	Ex. A-1-2



    	 



    

 


IN WITNESS WHEREOF,
the Issuer has caused this Class A-1 Note to be duly executed as of the date set forth below.


 


Dated: May 13, 2015


  


	 	CARMAX AUTO OWNER TRUST 2015-2
	 	 	 
	 	By:	U.S. BANK TRUST NATIONAL ASSOCIATION,
	 	 	not in its individual capacity but solely
	 	 	as Owner Trustee


 


	 	By:	 
	 	Name: 
	 	Title:


 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


This is one of the
Class A-1 Notes designated above and referred to in the within-mentioned Indenture.


 


Dated: May 13, 2015


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as Indenture Trustee
	 	 
	 	By:	 
	 	Name:
	 	Title:







 




    	Ex. A-1-3



    	 



    

  


[REVERSE OF CLASS A-1 NOTE]


 


This Class A-1 Note
is one of a duly authorized issue of Notes of the Issuer, designated as its 0.35000% Class A-1 Asset-backed Notes, which, together
with the 0.82% Class A-2a Asset-backed Notes, the LIBOR + 0.28% Class A-2b Asset-backed Notes, the 1.37% Class A-3 Asset-backed
Notes, the 1.80% Class A-4 Asset-backed Notes, the 2.15% Class B Asset-backed Notes, the 2.39% Class C Asset-backed Notes and the
3.04% Class D Asset-backed Notes (collectively, the “Notes”), are issued under the Indenture, to which Indenture
and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder
of the Issuer, the Indenture Trustee and the Holders of the Notes. The Notes are subject to all terms of the Indenture.


 


The Class A-1 Notes
are and shall be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture. The Class
A-2a Notes, the Class A-2b Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes, the Class C Notes and the Class
D Notes are subordinated to the Class A-1 Notes to the extent set forth in the Indenture and the Sale and Servicing Agreement.


 


As described above,
the entire unpaid principal amount of this Class A-1 Note shall be due and payable on the earlier of the Class A-1 Final Distribution
Date and the Redemption Date, if any, pursuant to Section 10.1 of the Indenture. Notwithstanding the foregoing, the entire unpaid
principal amount of the Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall be due
and payable on the date on which an Event of Default shall have occurred and be continuing if the Indenture Trustee or the Holders
of Notes evidencing not less than 51% of the Note Balance of the Controlling Class have declared the Notes to be immediately due
and payable in the manner provided in Section 5.2 of the Indenture. All principal payments on the Class A-1 Notes shall be made
pro rata to the Holders entitled thereto if the Notes have been declared immediately due and payable.


 


Payments of interest
on this Class A-1 Note due and payable on any Distribution Date, together with the installment of principal, if any, due and payable
on such Distribution Date, to the extent not in full payment of this Class A-1 Note, shall be made by check mailed to the Person
whose name appears as the Holder of this Class A-1 Note (or one or more Predecessor Notes) on the Note Register as of the close
of business on the Record Date preceding such Distribution Date or by wire transfer in immediately available funds to the account
designated in writing to the Indenture Trustee by such Person at least five (5) Business Days prior to the related Record Date,
except that with respect to Class A-1 Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially,
such nominee to be Cede & Co.), payments will be made by wire transfer in immediately available funds to the account designated
by such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the
Note Register as of such Record Date without requiring that this Class A-1 Note be submitted for notation of payment. Any reduction
in the principal amount of this Class A-1 Note (or any one or more Predecessor Notes) effected by any payments made on any Distribution
Date shall be binding upon all future Holders of this Class A-1 Note and of any Class A-1 Note issued upon the registration of
transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as
provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Class A-1 Note on a Distribution
Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, shall notify the Person who was the Holder hereof
as of the Record Date preceding such Distribution Date by notice mailed or transmitted by facsimile prior to such Distribution
Date, and the amount then due and payable shall be payable only upon presentation and surrender of this Class A-1 Note at the Indenture
Trustee’s Corporate Trust Office or at the office of the Indenture Trustee’s agent appointed for such purposes located
in the Borough of Manhattan, The City of New York.


 






    	Ex. A-1-4



    	 



    

 


The Issuer shall pay
interest on overdue installments of interest at the Class A-1 Rate to the extent lawful.


 


As provided in the
Indenture, the Notes may be redeemed, in whole but not in part, in the manner and to the extent described in the Indenture and
the Sale and Servicing Agreement.


 


As provided in the
Indenture, and subject to certain limitations set forth therein, the transfer of this Class A-1 Note may be registered on the Note
Register upon surrender of this Class A-1 Note for registration of transfer at the office or agency designated by the Issuer pursuant
to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee
duly executed by, the Holder hereof or such Holder’s attorney duly authorized in writing, with such signature guaranteed
by an “eligible guarantor institution” meeting the requirements of the Note Registrar, and thereupon one or more new
Class A-1 Notes in any authorized denomination and in the same aggregate principal amount will be issued to the designated transferee
or transferees. No service charge will be charged for any registration of transfer or exchange of this Class A-1 Note, but the
transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection
with any such registration of transfer or exchange.


 


Each Noteholder or
Note Owner, by its acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees
that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer or the Indenture Trustee on
the Notes or under the Indenture or any certificate or other writing delivered in connection therewith against (i) the Indenture
Trustee or the Owner Trustee, each in its individual capacity, (ii) any holder of a beneficial interest in the Issuer or (iii)
any partner, owner, beneficiary, agent, officer, director or employee of the Indenture Trustee or the Owner Trustee, each in its
individual capacity, or any holder of a beneficial interest in the Issuer, the Owner Trustee or the Indenture Trustee or any successor
or assign of the Indenture Trustee or the Owner Trustee, each in its individual capacity, except as any such Person may have expressly
agreed and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law,
for any unpaid consideration for stock, unpaid capital contribution for stock, unpaid capital contribution or failure to pay any
installment or call owing to such entity.


 


Each Noteholder or
Note Owner, by its acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees
that such Noteholder or Note Owner shall not at any time institute against the Depositor or the Issuer, or join in any institution
against the Depositor or the Issuer of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under
any United States federal or State bankruptcy or similar law in connection with any obligations relating to the Notes, the Certificates,
the Indenture or any of the other Transaction Documents.


 






    	Ex. A-1-5



    	 



    

 


Each Noteholder or
Note Owner, by its acceptance of this Note or, in the case of a Note Owner, a beneficial interest in this Note, represents and
warrants that either (a) it is not acquiring the Note (or an interest therein) with the plan assets of any (i) “employee
benefit plan” (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”))
subject to the fiduciary requirements of ERISA, (ii) “plan” described in Section 4975(e)(1) of the Code, including
individual retirement accounts and Keogh plans, that is subject to the provisions of Section 4975 of the Code, or (iii) employee
benefit plan or arrangement not subject to Title I of ERISA or Section 4975 of the Code; or (b) the acquisition and holding of
the Note will not constitute or result in a non-exempt “prohibited transaction” under Section 406 of ERISA or Section
4975 of the Code or a violation of any substantially similar applicable law.


 


Each Noteholder or
Note Owner, by its acceptance of this Note or, in the case of a Note Owner, a beneficial interest in this Note, agrees to provide
to the Indenture Trustee, any Paying Agent or the Issuer, upon its request, the Noteholder Tax Identification Information and,
to the extent FATCA Withholding Tax is applicable, the Noteholder FATCA Information. In addition, each Noteholder or Note Owner,
by its acceptance of this Note or, in the case of a Note Owner, a beneficial interest in this Note, agrees that the Indenture Trustee
has the right to withhold any amounts of interest (properly withholdable under law and without any corresponding gross-up) payable
to a Noteholder or holder of an interest in a Note that fails to comply with the requirements of the preceding sentence.


 


The Issuer has entered
into the Indenture and this Class A-1 Note is issued with the intention that, for federal, State and local income, and franchise
tax purposes, the Notes will qualify as indebtedness of the Issuer secured by the Trust Estate. Each Noteholder or Note Owner,
by its acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, agrees to treat the Notes for federal,
State and local income, single business and franchise tax purposes as indebtedness of the Issuer.


 


Prior to the due presentment
for registration of transfer of this Class A-1 Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture
Trustee may treat the Person in whose name this Class A-1 Note (as of the day of determination or as of such other date as may
be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Class A-1 Note shall be
overdue, and none of the Issuer, the Indenture Trustee or any such agent shall be affected by notice to the contrary.


 


The Indenture permits
the Owner Trustee, on behalf of the Issuer, and the Indenture Trustee, with certain exceptions therein provided, to amend or waive
from time to time certain terms and conditions set forth in the Indenture without the consent of the Holders of the Notes. The
Indenture also permits the Owner Trustee, on behalf of the Issuer, and the Indenture Trustee, with certain exceptions as therein
provided, to amend or waive from time to time certain terms and conditions set forth in the Indenture with the consent of the Holders
of Notes evidencing not less than 51% of the Note Balance of the Controlling Class. The Indenture also permits the Holders of Notes
evidencing not less than 51% of the Note Balance of the Controlling Class, on behalf of the Holders of all the Notes, to waive
compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences.
Any such consent or waiver by the Holders of not less than 51% of the Note Balance of the Controlling Class or the Holder of this
Class A-1 Note (or any one or more Predecessor Notes) shall be conclusive and binding on such Holder and on all future Holders
of this Class A-1 Note and of any Class A-1 Note issued upon the registration of transfer hereof or in exchange hereof or in lieu
hereof whether or not notation of such consent or waiver is made upon this Class A-1 Note.


 






    	Ex. A-1-6



    	 



    

 


The term “Issuer”,
as used in this Note, includes any successor to the Issuer under the Indenture.


 


The Indenture permits
the Issuer, under certain circumstances, to consolidate or merge with or into another Person, subject to the rights of the Indenture
Trustee and the Holders of Notes under the Indenture.


 


The Notes are issuable
only in registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth.


 


This
Class A-1 Note and the Indenture shall be construed in accordance with the laws of the State of New York, and the obligations,
rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws without giving effect
to the conflicts of laws provisions thereof which may require the application of the laws of any other jurisdiction (other than
Section 5-1401 of the New York General Obligations Law).


 


No reference herein
to the Indenture, and no provision of this Note or of the Indenture, shall alter or impair the obligation of the Issuer, which
is absolute and unconditional, to pay the principal of and interest on this Class A-1 Note at the times, place and rate, and in
the coin or currency, herein prescribed.


 


Anything herein to
the contrary notwithstanding, except as expressly provided in the Transaction Documents, none of Wells Fargo Bank, National Association,
in its individual capacity, U.S. Bank Trust National Association, in its individual capacity, any holder of a beneficial interest
in the Issuer, or any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns
shall be personally liable for, nor shall recourse be had to any of them for, the payment of principal of or interest on this Class
A-1 Note or the performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in the
Indenture. The Holder of this Note, by its acceptance hereof, agrees that, except as expressly provided in the Transaction Documents,
in the case of an Event of Default under the Indenture, the Holder shall have no claim against any of the foregoing for any deficiency,
loss or claim resulting therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse
to, or enforcement against, the assets of the Issuer for any and all liabilities, obligations and undertakings contained in the
Indenture or in this Class A-1 Note.


 




    	Ex. A-1-7



    	 



    

 


ASSIGNMENT


 


SOCIAL SECURITY NUMBER


OR OTHER IDENTIFICATION


NUMBER OF ASSIGNEE: ________________


 


FOR VALUE RECEIVED, the undersigned hereby
sells, assigns and transfers unto _________________________________________________________________________





 





 



 


(name and address of assignee)


 


the within Note and all rights thereunder,
and hereby irrevocably constitutes and appoints ________________________, attorney, to transfer said Note on the Note Register,
with full power of substitution in the premises.


Dated:


	 	 
	 	________________________________________*/
	 	 
	 	Signature Guaranteed:
	 	 
	 	________________________________________*/


 


*/        NOTICE:
The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within
Note in every particular, without alteration, enlargement or any change whatsoever. Such signature must be guaranteed by an “eligible
guarantor institution” meeting the requirements of the Note Registrar.




 




    	Ex. A-1-8



    	 



    

 





Exhibit A-2a


Form of Class A-2a Note


 


UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


THE PRINCIPAL OF THIS NOTE IS PAYABLE AS SET FORTH IN THE INDENTURE
(AS DEFINED BELOW). THE OUTSTANDING PRINCIPAL BALANCE OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.


 


	REGISTERED	$[________]
	 	 
	NO. R-[___]	CUSIP NO. 143127AH1


 


CarMax
Auto Owner Trust 2015-2


 


0.82% CLASS A-2a ASSET-BACKED NOTE


 


CarMax Auto Owner Trust
2015-2, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuer”),
for value received, hereby promises to pay to Cede & Co., or its registered assigns, the principal sum of [                    ]
DOLLARS payable on each Distribution Date in an amount equal to the aggregate amount, if any, payable from the Note Payment Account
in respect of principal on the Class A-2a Notes pursuant to Section 2.8 of the Indenture dated as of May 1, 2015 (as amended, supplemented
or otherwise modified and in effect from time to time, the “Indenture”) between the Issuer and Wells Fargo Bank,
National Association, a national banking association, as Indenture Trustee (in such capacity, the “Indenture Trustee”);
provided, however, that principal of this Class A-2a Note will not be due and payable until the Class A-1 Notes have
been paid in full; and, provided further, that, if not paid prior to such date, the unpaid principal amount of this
Class A-2a Note shall be due and payable on the earlier of the June 15, 2018 Distribution Date (the “Class A-2a Final
Distribution Date”) and the Redemption Date, if any, pursuant to Section 10.1 of the Indenture. Capitalized terms used
but not defined herein are defined in Article I of the Indenture, which also contains rules as to construction that shall be applicable
hereto.


 




    	Ex. A-2a-1



    	 



    

 


The Issuer shall pay
interest on this Class A-2a Note at the rate per annum shown above on each Distribution Date, until the principal of this Class
A-2a Note is paid or made available for payment, on the principal amount of this Class A-2a Note outstanding on the preceding Distribution
Date (after giving effect to all payments of principal made on such preceding Distribution Date), subject to certain limitations
contained in Section 3.1 of the Indenture. Interest on this Class A-2a Note shall accrue for each Distribution Date from and including
the 15th day of the preceding month (or, in the case of the initial Distribution Date or if no interest has been paid, from and
including the Closing Date) to but excluding the 15th day of the month in which such Distribution Date occurs. Interest shall be
computed on the basis of a 360-day year consisting of twelve 30-day months. Interest on this Class A-2a Note on each Distribution
Date shall equal one-twelfth of the product of (i) the rate per annum shown above and (ii) the principal amount of this Class A-2a
Note outstanding on the preceding Distribution Date (after giving effect to all payments of principal made on such preceding Distribution
Date); provided, however, that the interest payable on this Class A-2a Note on June 15, 2015 shall equal $139,946.67.
The principal of and interest on this Class A-2a Note shall be paid in the manner specified on the reverse hereof.


 


“Distribution
Date” means the 15th day of each month or, if such 15th day is not a Business Day, the following Business Day, commencing
on June 15, 2015.


 


The principal of and
interest on this Class A-2a Note are payable in such coin or currency of the United States as at the time of payment is legal tender
for payment of public and private debts. All payments made by the Issuer with respect to this Class A-2a Note shall be applied
first to interest due and payable on this Class A-2a Note as provided above and then to the unpaid principal of this Class A-2a
Note.


 


Reference is hereby
made to the further provisions of this Class A-2a Note set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if fully set forth on the face of this Class A-2a Note.


 


Unless the certificate
of authentication hereon has been executed by an authorized officer of the Indenture Trustee, by manual or facsimile signature,
this Class A-2a Note shall not entitle the Holder hereof to any benefit under the Indenture or be valid for any purpose.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


 




    	Ex. A-2a-2



    	 



    

 


IN WITNESS WHEREOF,
the Issuer has caused this Class A-2a Note to be duly executed as of the date set forth below.


 


Dated: May 13, 2015


 


	 	CARMAX AUTO OWNER TRUST 2015-2
	 	 
	 	By:	U.S. BANK TRUST NATIONAL ASSOCIATION,
	 	 	not in its individual capacity but solely
	 	 	as Owner Trustee


 


	 	By:	 
	 	Name:
	 	Title:


 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


This is one of the
Class A-2a Notes designated above and referred to in the within-mentioned Indenture.


 


Dated: May 13, 2015


 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as Indenture Trustee
	 	 
	 	By:	 
	 	Name:
	 	Title:


 




    	Ex. A-2a-3



    	 



    

 


[REVERSE OF CLASS A-2a NOTE]


 


This Class A-2a Note
is one of a duly authorized issue of Notes of the Issuer, designated as its 0.82% Class A-2a Asset-backed Notes, which, together
with the 0.35000% Class A-1 Asset-backed Notes, the LIBOR + 0.28% Class A-2b Asset-backed Notes, the 1.37% Class A-3 Asset-backed
Notes, the 1.80% Class A-4 Asset-backed Notes, the 2.15% Class B Asset-backed Notes, the 2.39% Class C Asset-backed Notes and the
3.04% Class D Asset-backed Notes (collectively, the “Notes”), are issued under the Indenture, to which Indenture
and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder
of the Issuer, the Indenture Trustee and the Holders of the Notes. The Notes are subject to all terms of the Indenture.


 


The Class A-2a Notes
are and shall be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture. The Class
A-2a Notes are subordinated to the Class A-1 Notes to the extent set forth in the Indenture and the Sale and Servicing Agreement.
The Class A-3 Notes, the Class A-4 Notes, the Class B Notes, the Class C Notes and the Class D Notes are subordinated to the Class
A-2a Notes to the extent set forth in the Indenture and the Sale and Servicing Agreement. The Class A-2a Notes and the Class A-2b
Notes are pari passu to the extent set forth in the Indenture and the Sale and Servicing Agreement.


 


As described above,
the entire unpaid principal amount of this Class A-2a Note shall be due and payable on the earlier of the Class A-2a Final Distribution
Date and the Redemption Date, if any, pursuant to Section 10.1 of the Indenture. Notwithstanding the foregoing, the entire unpaid
principal amount of the Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall be due
and payable on the date on which an Event of Default shall have occurred and be continuing if the Indenture Trustee or the Holders
of Notes evidencing not less than 51% of the Note Balance of the Controlling Class have declared the Notes to be immediately due
and payable in the manner provided in Section 5.2 of the Indenture. All principal payments on the Class A-2a Notes shall be made
pro rata to the Holders entitled thereto if the Notes have been declared immediately due and payable.


 


Payments of interest
on this Class A-2a Note due and payable on any Distribution Date, together with the installment of principal, if any, due and payable
on such Distribution Date, to the extent not in full payment of this Class A-2a Note, shall be made by check mailed to the Person
whose name appears as the Holder of this Class A-2a Note (or one or more Predecessor Notes) on the Note Register as of the close
of business on the Record Date preceding such Distribution Date or by wire transfer in immediately available funds to the account
designated in writing to the Indenture Trustee by such Person at least five (5) Business Days prior to the related Record Date,
except that with respect to Class A-2a Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially,
such nominee to be Cede & Co.), payments will be made by wire transfer in immediately available funds to the account designated
by such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the
Note Register as of such Record Date without requiring that this Class A-2a Note be submitted for notation of payment. Any reduction
in the principal amount of this Class A-2a Note (or any one or more Predecessor Notes) effected by any payments made on any Distribution
Date shall be binding upon all future Holders of this Class A-2a Note and of any Class A-2a Note issued upon the registration of
transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as
provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Class A-2a Note on a Distribution
Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, shall notify the Person who was the Holder hereof
as of the Record Date preceding such Distribution Date by notice mailed or transmitted by facsimile prior to such Distribution
Date, and the amount then due and payable shall be payable only upon presentation and surrender of this Class A-2a Note at the
Indenture Trustee’s Corporate Trust Office or at the office of the Indenture Trustee’s agent appointed for such purposes
located in the Borough of Manhattan, The City of New York.


 




    	Ex. A-2a-4



    	 



    

 


The Issuer shall pay
interest on overdue installments of interest at the Class A-2a Rate to the extent lawful.


 


As provided in the
Indenture, the Notes may be redeemed, in whole but not in part, in the manner and to the extent described in the Indenture and
the Sale and Servicing Agreement.


 


As provided in the
Indenture, and subject to certain limitations set forth therein, the transfer of this Class A-2a Note may be registered on the
Note Register upon surrender of this Class A-2a Note for registration of transfer at the office or agency designated by the Issuer
pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture
Trustee duly executed by, the Holder hereof or such Holder’s attorney duly authorized in writing, with such signature guaranteed
by an “eligible guarantor institution” meeting the requirements of the Note Registrar, and thereupon one or more new
Class A-2a Notes in any authorized denomination and in the same aggregate principal amount will be issued to the designated transferee
or transferees. No service charge will be charged for any registration of transfer or exchange of this Class A-2a Note, but the
transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection
with any such registration of transfer or exchange.


 


Each Noteholder or
Note Owner, by its acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees
that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer or the Indenture Trustee on
the Notes or under the Indenture or any certificate or other writing delivered in connection therewith against (i) the Indenture
Trustee or the Owner Trustee, each in its individual capacity, (ii) any holder of a beneficial interest in the Issuer or (iii)
any partner, owner, beneficiary, agent, officer, director or employee of the Indenture Trustee or the Owner Trustee, each in its
individual capacity, or any holder of a beneficial interest in the Issuer, the Owner Trustee or the Indenture Trustee or any successor
or assign of the Indenture Trustee or the Owner Trustee, each in its individual capacity, except as any such Person may have expressly
agreed and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law,
for any unpaid consideration for stock, unpaid capital contribution for stock, unpaid capital contribution or failure to pay any
installment or call owing to such entity.


 




    	Ex. A-2a-5



    	 



    

 


Each Noteholder or
Note Owner, by its acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees
that such Noteholder or Note Owner shall not at any time institute against the Depositor or the Issuer, or join in any institution
against the Depositor or the Issuer of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under
any United States federal or State bankruptcy or similar law in connection with any obligations relating to the Notes, the Certificates,
the Indenture or any of the other Transaction Documents.


 


Each Noteholder or
Note Owner, by its acceptance of this Note or, in the case of a Note Owner, a beneficial interest in this Note, represents and
warrants that either (a) it is not acquiring the Note (or an interest therein) with the plan assets of any (i) “employee
benefit plan” (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”))
subject to the fiduciary requirements of ERISA, (ii) “plan” described in Section 4975(e)(1) of the Code, including
individual retirement accounts and Keogh plans, that is subject to the provisions of Section 4975 of the Code, or (iii) employee
benefit plan or arrangement not subject to Title I of ERISA or Section 4975 of the Code; or (b) the acquisition and holding of
the Note will not constitute or result in a non-exempt “prohibited transaction” under Section 406 of ERISA or Section
4975 of the Code or a violation of any substantially similar applicable law.


 


Each Noteholder or
Note Owner, by its acceptance of this Note or, in the case of a Note Owner, a beneficial interest in this Note, agrees to provide
to the Indenture Trustee, any Paying Agent or the Issuer, upon its request, the Noteholder Tax Identification Information and,
to the extent FATCA Withholding Tax is applicable, the Noteholder FATCA Information. In addition, each Noteholder or Note Owner,
by its acceptance of this Note or, in the case of a Note Owner, a beneficial interest in this Note, agrees that the Indenture Trustee
has the right to withhold any amounts of interest (properly withholdable under law and without any corresponding gross-up) payable
to a Noteholder or holder of an interest in a Note that fails to comply with the requirements of the preceding sentence.


 


The Issuer has entered
into the Indenture and this Class A-2a Note is issued with the intention that, for federal, State and local income, and franchise
tax purposes, the Notes will qualify as indebtedness of the Issuer secured by the Trust Estate. Each Noteholder or Note Owner,
by its acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, agrees to treat the Notes for federal,
State and local income, single business and franchise tax purposes as indebtedness of the Issuer.


 


Prior to the due presentment
for registration of transfer of this Class A-2a Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture
Trustee may treat the Person in whose name this Class A-2a Note (as of the day of determination or as of such other date as may
be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Class A-2a Note shall be
overdue, and none of the Issuer, the Indenture Trustee or any such agent shall be affected by notice to the contrary.


 




    	Ex. A-2a-6



    	 



    

 


The Indenture permits
the Owner Trustee, on behalf of the Issuer, and the Indenture Trustee, with certain exceptions therein provided, to amend or waive
from time to time certain terms and conditions set forth in the Indenture without the consent of the Holders of the Notes. The
Indenture also permits the Owner Trustee, on behalf of the Issuer, and the Indenture Trustee, with certain exceptions as therein
provided, to amend or waive from time to time certain terms and conditions set forth in the Indenture with the consent of the Holders
of Notes evidencing not less than 51% of the Note Balance of the Controlling Class. The Indenture also permits the Holders of Notes
evidencing not less than 51% of the Note Balance of the Controlling Class, on behalf of the Holders of all the Notes, to waive
compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences.
Any such consent or waiver by the Holders of not less than 51% of the Note Balance of the Controlling Class or the Holder of this
Class A-2a Note (or any one or more Predecessor Notes) shall be conclusive and binding on such Holder and on all future Holders
of this Class A-2a Note and of any Class A-2a Note issued upon the registration of transfer hereof or in exchange hereof or in
lieu hereof whether or not notation of such consent or waiver is made upon this Class A-2a Note.


 


The term “Issuer”,
as used in this Note, includes any successor to the Issuer under the Indenture.


 


The Indenture permits
the Issuer, under certain circumstances, to consolidate or merge with or into another Person, subject to the rights of the Indenture
Trustee and the Holders of Notes under the Indenture.


 


The Notes are issuable
only in registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth.


 


This
Class A-2a Note and the Indenture shall be construed in accordance with the laws of the State of New York, and the obligations,
rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws without giving effect
to the conflicts of laws provisions thereof which may require the application of the laws of any other jurisdiction (other than
Section 5-1401 of the New York General Obligations Law).


 


No reference herein
to the Indenture, and no provision of this Note or of the Indenture, shall alter or impair the obligation of the Issuer, which
is absolute and unconditional, to pay the principal of and interest on this Class A-2a Note at the times, place and rate, and in
the coin or currency, herein prescribed.


 


Anything herein to
the contrary notwithstanding, except as expressly provided in the Transaction Documents, none of Wells Fargo Bank, National Association,
in its individual capacity, U.S. Bank Trust National Association, in its individual capacity, any holder of a beneficial interest
in the Issuer, or any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns
shall be personally liable for, nor shall recourse be had to any of them for, the payment of principal of or interest on this Class
A-2a Note or the performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in the
Indenture. The Holder of this Note, by its acceptance hereof, agrees that, except as expressly provided in the Transaction Documents,
in the case of an Event of Default under the Indenture, the Holder shall have no claim against any of the foregoing for any deficiency,
loss or claim resulting therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, or enforcement
against, the assets of the Issuer for any and all liabilities, obligations and undertakings contained in the Indenture or in this
Class A-2a Note.


 




    	Ex. A-2a-7



    	 



    

 


ASSIGNMENT


 


SOCIAL SECURITY NUMBER


OR OTHER IDENTIFICATION


NUMBER OF ASSIGNEE: ________________


 


FOR VALUE RECEIVED, the undersigned hereby
sells, assigns and transfers unto _________________________________________________________________________


 


 



 


(name and address of assignee)


 


the within Note and all rights thereunder,
and hereby irrevocably constitutes and appoints ________________________, attorney, to transfer said Note on the Note Register,
with full power of substitution in the premises.


Dated:


 


	 	________________________________________*/
	 	 
	 	Signature Guaranteed:
	 	 
	 	________________________________________*/


 


*/        NOTICE:
The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within
Note in every particular, without alteration, enlargement or any change whatsoever. Such signature must be guaranteed by an “eligible
guarantor institution” meeting the requirements of the Note Registrar.


 




    	Ex. A-2a-8



    	 



    

 


Exhibit A-2b


Form of Class A-2b Note


 


UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


THE PRINCIPAL OF THIS NOTE IS PAYABLE AS SET FORTH IN THE INDENTURE
(AS DEFINED BELOW). THE OUTSTANDING PRINCIPAL BALANCE OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.


 


	REGISTERED	$[________]
	 	 
	NO. R-[___]	CUSIP NO. 143127AJ7


 


CarMax
Auto Owner Trust 2015-2


 


LIBOR + 0.28% CLASS A-2b ASSET-BACKED NOTE


 


CarMax Auto Owner Trust
2015-2, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuer”),
for value received, hereby promises to pay to Cede & Co., or its registered assigns, the principal sum of [                    ]
DOLLARS payable on each Distribution Date in an amount equal to the aggregate amount, if any, payable from the Note Payment Account
in respect of principal on the Class A-2b Notes pursuant to Section 2.8 of the Indenture dated as of May 1, 2015(as amended, supplemented
or otherwise modified and in effect from time to time, the “Indenture”) between the Issuer and Wells Fargo Bank,
National Association, a national banking association, as Indenture Trustee (in such capacity, the “Indenture Trustee”);
provided, however, that principal of this Class A-2b Note will not be due and payable until the Class A-1 Notes have
been paid in full; and, provided further, that, if not paid prior to such date, the unpaid principal amount of this
Class A-2b Note shall be due and payable on the earlier of the June 15, 2018 Distribution Date (the “Class A-2b Final
Distribution Date”) and the Redemption Date, if any, pursuant to Section 10.1 of the Indenture. Capitalized terms used
but not defined herein are defined in Article I of the Indenture, which also contains rules as to construction that shall be applicable
hereto.


 




    	Ex. A-2b-1



    	 



    

 


The Issuer shall pay
interest on this Class A-2b Note at a rate based on LIBOR determined in accordance with the terms of the Indenture plus 0.28% per
annum shown above on each Distribution Date, until the principal of this Class A-2b Note is paid or made available for payment,
on the principal amount of this Class A-2b Note outstanding on the preceding Distribution Date (after giving effect to all payments
of principal made on such preceding Distribution Date), subject to certain limitations contained in Section 3.1 of the Indenture.
Interest on this Class A-2b Note shall accrue for each Distribution Date from and including the preceding Distribution Date (or,
in the case of the initial Distribution Date or if no interest has been paid, from and including the Closing Date) to but excluding
such Distribution Date. Interest shall be computed on the basis of actual days elapsed and a 360-day year. Interest on this Class
A-2b Note on each Distribution Date shall equal one-twelfth of the product of (i) the rate per annum shown above and (ii) the principal
amount of this Class A-2b Note outstanding on the preceding Distribution Date (after giving effect to all payments of principal
made on such preceding Distribution Date); provided, however, that the interest payable on this Class A-2b Note on
June 15, 2015 shall equal $81,004.00. The principal of and interest on this Class A-2b Note shall be paid in the manner specified
on the reverse hereof.


 


“Distribution
Date” means the 15th day of each month or, if such 15th day is not a Business Day, the following Business Day, commencing
on June 15, 2015.


 


The principal of and
interest on this Class A-2b Note are payable in such coin or currency of the United States as at the time of payment is legal tender
for payment of public and private debts. All payments made by the Issuer with respect to this Class A-2b Note shall be applied
first to interest due and payable on this Class A-2b Note as provided above and then to the unpaid principal of this Class A-2b
Note.


 


Reference is hereby
made to the further provisions of this Class A-2b Note set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if fully set forth on the face of this Class A-2b Note.


 


Unless the certificate
of authentication hereon has been executed by an authorized officer of the Indenture Trustee, by manual or facsimile signature,
this Class A-2b Note shall not entitle the Holder hereof to any benefit under the Indenture or be valid for any purpose.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


 




    	Ex. A-2b-2



    	 



    

 


IN WITNESS WHEREOF,
the Issuer has caused this Class A-2b Note to be duly executed as of the date set forth below.


 


Dated: May 13, 2015


 


	 	CARMAX AUTO OWNER TRUST 2015-2
	 	 
	 	By:	U.S. BANK TRUST NATIONAL ASSOCIATION,
	 	 	not in its individual capacity but solely
	 	 	as Owner Trustee


 


	 	By:	 
	 	Name:
	 	Title:


 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


This is one of the
Class A-2b Notes designated above and referred to in the within-mentioned Indenture.


 


Dated: May 13, 2015


 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as Indenture Trustee
	 	 
	 	By:	 
	 	Name:
	 	Title:


 




    	Ex. A-2b-3



    	 



    

 


[REVERSE OF CLASS A-2b NOTE]


 


This Class A-2b Note
is one of a duly authorized issue of Notes of the Issuer, designated as its LIBOR + 0.28% Class A-2b Asset-backed Notes, which,
together with the 0.35000% Class A-1 Asset-backed Notes, the 0.82% Class A-2a Asset-backed Notes, the 1.37% Class A-3 Asset-backed
Notes, the 1.80% Class A-4 Asset-backed Notes, the 2.15% Class B Asset-backed Notes, the 2.39% Class C Asset-backed Notes and the
3.04% Class D Asset-backed Notes (collectively, the “Notes”), are issued under the Indenture, to which Indenture
and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder
of the Issuer, the Indenture Trustee and the Holders of the Notes. The Notes are subject to all terms of the Indenture.


 


The Class A-2b Notes
are and shall be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture. The Class
A-2b Notes are subordinated to the Class A-1 Notes to the extent set forth in the Indenture and the Sale and Servicing Agreement.
The Class A-3 Notes, the Class A-4 Notes, the Class B Notes, the Class C Notes and the Class D Notes are subordinated to the Class
A-2b Notes to the extent set forth in the Indenture and the Sale and Servicing Agreement. The Class A-2b Notes and the Class A-2a
Notes are pari passu to the extent set forth in the Indenture and the Sale and Servicing Agreement.


 


As described above,
the entire unpaid principal amount of this Class A-2b Note shall be due and payable on the earlier of the Class A-2b Final Distribution
Date and the Redemption Date, if any, pursuant to Section 10.1 of the Indenture. Notwithstanding the foregoing, the entire unpaid
principal amount of the Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall be due
and payable on the date on which an Event of Default shall have occurred and be continuing if the Indenture Trustee or the Holders
of Notes evidencing not less than 51% of the Note Balance of the Controlling Class have declared the Notes to be immediately due
and payable in the manner provided in Section 5.2 of the Indenture. All principal payments on the Class A-2b Notes shall be made
pro rata to the Holders entitled thereto if the Notes have been declared immediately due and payable.


 


Payments of interest
on this Class A-2b Note due and payable on any Distribution Date, together with the installment of principal, if any, due and payable
on such Distribution Date, to the extent not in full payment of this Class A-2b Note, shall be made by check mailed to the Person
whose name appears as the Holder of this Class A-2b Note (or one or more Predecessor Notes) on the Note Register as of the close
of business on the Record Date preceding such Distribution Date or by wire transfer in immediately available funds to the account
designated in writing to the Indenture Trustee by such Person at least five (5) Business Days prior to the related Record Date,
except that with respect to Class A-2b Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially,
such nominee to be Cede & Co.), payments will be made by wire transfer in immediately available funds to the account designated
by such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the
Note Register as of such Record Date without requiring that this Class A-2b Note be submitted for notation of payment. Any reduction
in the principal amount of this Class A-2b Note (or any one or more Predecessor Notes) effected by any payments made on any Distribution
Date shall be binding upon all future Holders of this Class A-2b Note and of any Class A-2b Note issued upon the registration of
transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as
provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Class A-2b Note on a Distribution
Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, shall notify the Person who was the Holder hereof
as of the Record Date preceding such Distribution Date by notice mailed or transmitted by facsimile prior to such Distribution
Date, and the amount then due and payable shall be payable only upon presentation and surrender of this Class A-2b Note at the
Indenture Trustee’s Corporate Trust Office or at the office of the Indenture Trustee’s agent appointed for such purposes
located in the Borough of Manhattan, The City of New York.


 




    	Ex. A-2b-4



    	 



    

 


The Issuer shall pay
interest on overdue installments of interest at the Class A-2b Rate to the extent lawful.


 


As provided in the
Indenture, the Notes may be redeemed, in whole but not in part, in the manner and to the extent described in the Indenture and
the Sale and Servicing Agreement.


 


As provided in the
Indenture, and subject to certain limitations set forth therein, the transfer of this Class A-2b Note may be registered on the
Note Register upon surrender of this Class A-2b Note for registration of transfer at the office or agency designated by the Issuer
pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture
Trustee duly executed by, the Holder hereof or such Holder’s attorney duly authorized in writing, with such signature guaranteed
by an “eligible guarantor institution” meeting the requirements of the Note Registrar, and thereupon one or more new
Class A-2b Notes in any authorized denomination and in the same aggregate principal amount will be issued to the designated transferee
or transferees. No service charge will be charged for any registration of transfer or exchange of this Class A-2b Note, but the
transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection
with any such registration of transfer or exchange.


 


Each Noteholder or
Note Owner, by its acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees
that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer or the Indenture Trustee on
the Notes or under the Indenture or any certificate or other writing delivered in connection therewith against (i) the Indenture
Trustee or the Owner Trustee, each in its individual capacity, (ii) any holder of a beneficial interest in the Issuer or (iii)
any partner, owner, beneficiary, agent, officer, director or employee of the Indenture Trustee or the Owner Trustee, each in its
individual capacity, or any holder of a beneficial interest in the Issuer, the Owner Trustee or the Indenture Trustee or any successor
or assign of the Indenture Trustee or the Owner Trustee, each in its individual capacity, except as any such Person may have expressly
agreed and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law,
for any unpaid consideration for stock, unpaid capital contribution for stock, unpaid capital contribution or failure to pay any
installment or call owing to such entity.


 




    	Ex. A-2b-5



    	 



    

 


Each Noteholder or
Note Owner, by its acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees
that such Noteholder or Note Owner shall not at any time institute against the Depositor or the Issuer, or join in any institution
against the Depositor or the Issuer of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under
any United States federal or State bankruptcy or similar law in connection with any obligations relating to the Notes, the Certificates,
the Indenture or any of the other Transaction Documents.


 


Each Noteholder or
Note Owner, by its acceptance of this Note or, in the case of a Note Owner, a beneficial interest in this Note, represents and
warrants that either (a) it is not acquiring the Note (or an interest therein) with the plan assets of any (i) “employee
benefit plan” (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”))
subject to the fiduciary requirements of ERISA, (ii) “plan” described in Section 4975(e)(1) of the Code, including
individual retirement accounts and Keogh plans, that is subject to the provisions of Section 4975 of the Code, or (iii) employee
benefit plan or arrangement not subject to Title I of ERISA or Section 4975 of the Code; or (b) the acquisition and holding of
the Note will not constitute or result in a non-exempt “prohibited transaction” under Section 406 of ERISA or Section
4975 of the Code or a violation of any substantially similar applicable law.


 


Each Noteholder or
Note Owner, by its acceptance of this Note or, in the case of a Note Owner, a beneficial interest in this Note, agrees to provide
to the Indenture Trustee, any Paying Agent or the Issuer, upon its request, the Noteholder Tax Identification Information and,
to the extent FATCA Withholding Tax is applicable, the Noteholder FATCA Information. In addition, each Noteholder or Note Owner,
by its acceptance of this Note or, in the case of a Note Owner, a beneficial interest in this Note, agrees that the Indenture Trustee
has the right to withhold any amounts of interest (properly withholdable under law and without any corresponding gross-up) payable
to a Noteholder or holder of an interest in a Note that fails to comply with the requirements of the preceding sentence.


 


The Issuer has entered
into the Indenture and this Class A-2b Note is issued with the intention that, for federal, State and local income, and franchise
tax purposes, the Notes will qualify as indebtedness of the Issuer secured by the Trust Estate. Each Noteholder or Note Owner,
by its acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, agrees to treat the Notes for federal,
State and local income, single business and franchise tax purposes as indebtedness of the Issuer.


 


Prior to the due presentment
for registration of transfer of this Class A-2b Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture
Trustee may treat the Person in whose name this Class A-2b Note (as of the day of determination or as of such other date as may
be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Class A-2b Note shall be
overdue, and none of the Issuer, the Indenture Trustee or any such agent shall be affected by notice to the contrary.


 




    	Ex. A-2b-6



    	 



    

 


The Indenture permits
the Owner Trustee, on behalf of the Issuer, and the Indenture Trustee, with certain exceptions therein provided, to amend or waive
from time to time certain terms and conditions set forth in the Indenture without the consent of the Holders of the Notes. The
Indenture also permits the Owner Trustee, on behalf of the Issuer, and the Indenture Trustee, with certain exceptions as therein
provided, to amend or waive from time to time certain terms and conditions set forth in the Indenture with the consent of the Holders
of Notes evidencing not less than 51% of the Note Balance of the Controlling Class. The Indenture also permits the Holders of Notes
evidencing not less than 51% of the Note Balance of the Controlling Class, on behalf of the Holders of all the Notes, to waive
compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences.
Any such consent or waiver by the Holders of not less than 51% of the Note Balance of the Controlling Class or the Holder of this
Class A-2b Note (or any one or more Predecessor Notes) shall be conclusive and binding on such Holder and on all future Holders
of this Class A-2b Note and of any Class A-2b Note issued upon the registration of transfer hereof or in exchange hereof or in
lieu hereof whether or not notation of such consent or waiver is made upon this Class A-2b Note.


 


The term “Issuer”,
as used in this Note, includes any successor to the Issuer under the Indenture.


 


The Indenture permits
the Issuer, under certain circumstances, to consolidate or merge with or into another Person, subject to the rights of the Indenture
Trustee and the Holders of Notes under the Indenture.


 


The Notes are issuable
only in registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth.


 


This
Class A-2b Note and the Indenture shall be construed in accordance with the laws of the State of New York, and the obligations,
rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws without giving effect
to the conflicts of laws provisions thereof which may require the application of the laws of any other jurisdiction (other than
Section 5-1401 of the New York General Obligations Law).


 


No reference herein
to the Indenture, and no provision of this Note or of the Indenture, shall alter or impair the obligation of the Issuer, which
is absolute and unconditional, to pay the principal of and interest on this Class A-2b Note at the times, place and rate, and in
the coin or currency, herein prescribed.


 


Anything herein to
the contrary notwithstanding, except as expressly provided in the Transaction Documents, none of Wells Fargo Bank, National Association,
in its individual capacity, U.S. Bank Trust National Association, in its individual capacity, any holder of a beneficial interest
in the Issuer, or any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns
shall be personally liable for, nor shall recourse be had to any of them for, the payment of principal of or interest on this Class
A-2b Note or the performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in the
Indenture. The Holder of this Note, by its acceptance hereof, agrees that, except as expressly provided in the Transaction Documents,
in the case of an Event of Default under the Indenture, the Holder shall have no claim against any of the foregoing for any deficiency,
loss or claim resulting therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, or enforcement
against, the assets of the Issuer for any and all liabilities, obligations and undertakings contained in the Indenture or in this
Class A-2b Note.


 




    	Ex. A-2b-7



    	 



    

 


ASSIGNMENT


 


SOCIAL SECURITY NUMBER


OR OTHER IDENTIFICATION


NUMBER OF ASSIGNEE: ________________


 


FOR VALUE RECEIVED, the undersigned hereby
sells, assigns and transfers unto _________________________________________________________________________


 





 



 


(name and address of assignee)


 


the within Note and all rights thereunder,
and hereby irrevocably constitutes and appoints ________________________, attorney, to transfer said Note on the Note Register,
with full power of substitution in the premises.


Dated:


 


	 	________________________________________*/
	 	 
	 	Signature Guaranteed:
	 	 
	 	________________________________________*/


 


*/       NOTICE:
The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within
Note in every particular, without alteration, enlargement or any change whatsoever. Such signature must be guaranteed by an “eligible
guarantor institution” meeting the requirements of the Note Registrar.


 




    	Ex. A-2b-8



    	 



    

 


Exhibit A-3


Form of Class A-3 Note


 


UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


THE PRINCIPAL OF THIS NOTE IS PAYABLE AS
SET FORTH IN THE INDENTURE (AS DEFINED BELOW). THE OUTSTANDING PRINCIPAL BALANCE OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE
AMOUNT SHOWN ON THE FACE HEREOF.


 


	REGISTERED	$[________]
	 	 
	NO. R-[___]	CUSIP NO. 143127AC2


 


CarMax
Auto Owner Trust 2015-2


 


1.37% CLASS A-3 ASSET-BACKED NOTE


 


CarMax Auto Owner Trust
2015-2, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuer”),
for value received, hereby promises to pay to Cede & Co., or its registered assigns, the principal sum of [                     ]
DOLLARS payable on each Distribution Date in an amount equal to the aggregate amount, if any, payable from the Note Payment Account
in respect of principal on the Class A-3 Notes pursuant to Section 2.8 of the Indenture dated as of May 1, 2015 (as amended, supplemented
or otherwise modified and in effect from time to time, the “Indenture”) between the Issuer and Wells Fargo Bank,
National Association, a national banking association, as Indenture Trustee (in such capacity, the “Indenture Trustee”);
provided, however, that, except under certain limited circumstances described in the Indenture, principal of this
Class A-3 Note will not be due and payable until the Class A-1 Notes, the Class A-2a Notes and the Class A-2b Notes have been paid
in full; and, provided further, that, if not paid prior to such date, the unpaid principal amount of this Class A-3
Note shall be due and payable on the earlier of the March 16, 2020 Distribution Date (the “Class A-3 Final Distribution
Date”) and the Redemption Date, if any, pursuant to Section 10.1 of the Indenture. Capitalized terms used but not defined
herein are defined in Article I of the Indenture, which also contains rules as to construction that shall be applicable hereto.


 




    	Ex. A-3-1



    	 



    

 


The Issuer shall pay
interest on this Class A-3 Note at the rate per annum shown above on each Distribution Date, until the principal of this Class
A-3 Note is paid or made available for payment, on the principal amount of this Class A-3 Note outstanding on the preceding Distribution
Date (after giving effect to all payments of principal made on such preceding Distribution Date), subject to certain limitations
contained in Section 3.1 of the Indenture. Interest on this Class A-3 Note shall accrue for each Distribution Date from and including
the 15th day of the preceding month (or, in the case of the initial Distribution Date or if no interest has been paid, from and
including the Closing Date) to but excluding the 15th day of the month in which such Distribution Date occurs. Interest shall be
computed on the basis of a 360-day year consisting of twelve 30-day months. Interest on this Class A-3 Note on each Distribution
Date shall equal one-twelfth of the product of (i) the rate per annum shown above and (ii) the principal amount of this Class A-3
Note outstanding on the preceding Distribution Date (after giving effect to all payments of principal made on such preceding Distribution
Date); provided, however, that the interest payable on this Class A-3 Note on June 15, 2015 shall equal $467,626.67.
The principal of and interest on this Class A-3 Note shall be paid in the manner specified on the reverse hereof.


 


“Distribution
Date” means the 15th day of each month or, if such 15th day is not a Business Day, the following Business Day, commencing
on June 15, 2015.


 


The principal of and
interest on this Class A-3 Note are payable in such coin or currency of the United States as at the time of payment is legal tender
for payment of public and private debts. All payments made by the Issuer with respect to this Class A-3 Note shall be applied first
to interest due and payable on this Class A-3 Note as provided above and then to the unpaid principal of this Class A-3 Note.


 


Reference is hereby
made to the further provisions of this Class A-3 Note set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if fully set forth on the face of this Class A-3 Note.


 


Unless the certificate
of authentication hereon has been executed by an authorized officer of the Indenture Trustee, by manual or facsimile signature,
this Class A-3 Note shall not entitle the Holder hereof to any benefit under the Indenture or be valid for any purpose.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


 




    	Ex. A-3-2



    	 



    

 


IN WITNESS WHEREOF,
the Issuer has caused this Class A-3 Note to be duly executed as of the date set forth below.


 


Dated: May 13, 2015


 


	 	CARMAX AUTO OWNER TRUST 2015-2
	 	 
	 	By:	U.S. BANK TRUST NATIONAL ASSOCIATION,
	 	 	not in its individual capacity but solely
	 	 	as Owner Trustee


 


	 	By:	 
	 	Name:
	 	Title:


 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


This is one of the
Class A-3 Notes designated above and referred to in the within-mentioned Indenture.


 


Dated: May 13, 2015


 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as Indenture Trustee
	 	 
	 	By:	 
	 	Name:
	 	Title:





 






    	Ex. A-3-3



    	 



    

 


[REVERSE OF CLASS A-3 NOTE]


 


This Class A-3 Note
is one of a duly authorized issue of Notes of the Issuer, designated as its 1.37% Class A-3 Asset-backed Notes, which, together
with the 0.35000% Class A-1 Asset-backed Notes, the 0.82% Class A-2a Asset-backed Notes, the LIBOR + 0.28% Class A-2b Asset-backed
Notes, the 1.80% Class A-4 Asset-backed Notes, the 2.15% Class B Asset-backed Notes, the 2.39% Class C Asset-backed Notes and the
3.04% Class D Asset-backed Notes (collectively, the “Notes”), are issued under the Indenture, to which Indenture
and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder
of the Issuer, the Indenture Trustee and the Holders of the Notes. The Notes are subject to all terms of the Indenture.


 


The Class A-3 Notes
are and shall be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture. The Class
A-3 Notes are subordinated to the Class A-1 Notes, the Class A-2a Notes and the Class A-2b Notes to the extent set forth in the
Indenture and the Sale and Servicing Agreement. The Class A-4 Notes, the Class B Notes, the Class C Notes and the Class D Notes
are subordinated to the Class A-3 Notes to the extent set forth in the Indenture and the Sale and Servicing Agreement.


 


As described above,
the entire unpaid principal amount of this Class A-3 Note shall be due and payable on the earlier of the Class A-3 Final Distribution
Date and the Redemption Date, if any, pursuant to Section 10.1 of the Indenture. Notwithstanding the foregoing, the entire unpaid
principal amount of the Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall be due
and payable on the date on which an Event of Default shall have occurred and be continuing if the Indenture Trustee or the Holders
of Notes evidencing not less than 51% of the Note Balance of the Controlling Class have declared the Notes to be immediately due
and payable in the manner provided in Section 5.2 of the Indenture. All principal payments on the Class A-3 Notes shall be made
pro rata to the Holders entitled thereto if the Notes have been declared immediately due and payable.


 


Payments of interest
on this Class A-3 Note due and payable on any Distribution Date, together with the installment of principal, if any, due and payable
on such Distribution Date, to the extent not in full payment of this Class A-3 Note, shall be made by check mailed to the Person
whose name appears as the Holder of this Class A-3 Note (or one or more Predecessor Notes) on the Note Register as of the close
of business on the Record Date preceding such Distribution Date or by wire transfer in immediately available funds to the account
designated in writing to the Indenture Trustee by such Person at least five (5) Business Days prior to the related Record Date,
except that with respect to Class A-3 Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially,
such nominee to be Cede & Co.), payments will be made by wire transfer in immediately available funds to the account designated
by such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the
Note Register as of such Record Date without requiring that this Class A-3 Note be submitted for notation of payment. Any reduction
in the principal amount of this Class A-3 Note (or any one or more Predecessor Notes) effected by any payments made on any Distribution
Date shall be binding upon all future Holders of this Class A-3 Note and of any Class A-3 Note issued upon the registration of
transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as
provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Class A-3 Note on a Distribution
Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, shall notify the Person who was the Holder hereof
as of the Record Date preceding such Distribution Date by notice mailed or transmitted by facsimile prior to such Distribution
Date, and the amount then due and payable shall be payable only upon presentation and surrender of this Class A-3 Note at the Indenture
Trustee’s Corporate Trust Office or at the office of the Indenture Trustee’s agent appointed for such purposes located
in the Borough of Manhattan, The City of New York.


 




    	Ex. A-3-4



    	 



    

 


The Issuer shall pay
interest on overdue installments of interest at the Class A-3 Rate to the extent lawful.


 


As provided in the
Indenture, the Notes may be redeemed, in whole but not in part, in the manner and to the extent described in the Indenture and
the Sale and Servicing Agreement.


 


As provided in the
Indenture, and subject to certain limitations set forth therein, the transfer of this Class A-3 Note may be registered on the Note
Register upon surrender of this Class A-3 Note for registration of transfer at the office or agency designated by the Issuer pursuant
to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee
duly executed by, the Holder hereof or such Holder’s attorney duly authorized in writing, with such signature guaranteed
by an “eligible guarantor institution” meeting the requirements of the Note Registrar, and thereupon one or more new
Class A-3 Notes in any authorized denomination and in the same aggregate principal amount will be issued to the designated transferee
or transferees. No service charge will be charged for any registration of transfer or exchange of this Class A-3 Note, but the
transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection
with any such registration of transfer or exchange.


 


Each Noteholder or
Note Owner, by its acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees
that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer or the Indenture Trustee on
the Notes or under the Indenture or any certificate or other writing delivered in connection therewith against (i) the Indenture
Trustee or the Owner Trustee, each in its individual capacity, (ii) any holder of a beneficial interest in the Issuer or (iii)
any partner, owner, beneficiary, agent, officer, director or employee of the Indenture Trustee or the Owner Trustee, each in its
individual capacity, or any holder of a beneficial interest in the Issuer, the Owner Trustee or the Indenture Trustee or any successor
or assign of the Indenture Trustee or the Owner Trustee, each in its individual capacity, except as any such Person may have expressly
agreed and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law,
for any unpaid consideration for stock, unpaid capital contribution for stock, unpaid capital contribution or failure to pay any
installment or call owing to such entity.


 


Each Noteholder or
Note Owner, by its acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees
that such Noteholder or Note Owner shall not at any time institute against the Depositor or the Issuer, or join in any institution
against the Depositor or the Issuer of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under
any United States federal or State bankruptcy or similar law in connection with any obligations relating to the Notes, the Certificates,
the Indenture or any of the other Transaction Documents.


 




    	Ex. A-3-5



    	 



    

 


Each Noteholder or
Note Owner, by its acceptance of this Note or, in the case of a Note Owner, a beneficial interest in this Note, represents and
warrants that either (a) it is not acquiring the Note (or an interest therein) with the plan assets of any (i) “employee
benefit plan” (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”))
subject to the fiduciary requirements of ERISA, (ii) “plan” described in Section 4975(e)(1) of the Code, including
individual retirement accounts and Keogh plans, that is subject to the provisions of Section 4975 of the Code, or (iii) employee
benefit plan or arrangement not subject to Title I of ERISA or Section 4975 of the Code; or (b) the acquisition and holding of
the Note will not constitute or result in a non-exempt “prohibited transaction” under Section 406 of ERISA or Section
4975 of the Code or a violation of any substantially similar applicable law.


 


Each Noteholder or
Note Owner, by its acceptance of this Note or, in the case of a Note Owner, a beneficial interest in this Note, agrees to provide
to the Indenture Trustee, any Paying Agent or the Issuer, upon its request, the Noteholder Tax Identification Information and,
to the extent FATCA Withholding Tax is applicable, the Noteholder FATCA Information. In addition, each Noteholder or Note Owner,
by its acceptance of this Note or, in the case of a Note Owner, a beneficial interest in this Note, agrees that the Indenture Trustee
has the right to withhold any amounts of interest (properly withholdable under law and without any corresponding gross-up) payable
to a Noteholder or holder of an interest in a Note that fails to comply with the requirements of the preceding sentence.


 


The Issuer has entered
into the Indenture and this Class A-3 Note is issued with the intention that, for federal, State and local income, and franchise
tax purposes, the Notes will qualify as indebtedness of the Issuer secured by the Trust Estate. Each Noteholder or Note Owner,
by its acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, agrees to treat the Notes for federal,
State and local income, single business and franchise tax purposes as indebtedness of the Issuer.


 


Prior to the due presentment
for registration of transfer of this Class A-3 Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture
Trustee may treat the Person in whose name this Class A-3 Note (as of the day of determination or as of such other date as may
be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Class A-3 Note shall be
overdue, and none of the Issuer, the Indenture Trustee or any such agent shall be affected by notice to the contrary.


 


The Indenture permits
the Owner Trustee, on behalf of the Issuer, and the Indenture Trustee, with certain exceptions therein provided, to amend or waive
from time to time certain terms and conditions set forth in the Indenture without the consent of the Holders of the Notes. The
Indenture also permits the Owner Trustee, on behalf of the Issuer, and the Indenture Trustee, with certain exceptions as therein
provided, to amend or waive from time to time certain terms and conditions set forth in the Indenture with the consent of the Holders
of Notes evidencing not less than 51% of the Note Balance of the Controlling Class. The Indenture also permits the Holders of Notes
evidencing not less than 51% of the Note Balance of the Controlling Class, on behalf of the Holders of all the Notes, to waive
compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences.
Any such consent or waiver by the Holders of not less than 51% of the Note Balance of the Controlling Class or the Holder of this
Class A-3 Note (or any one or more Predecessor Notes) shall be conclusive and binding on such Holder and on all future Holders
of this Class A-3 Note and of any Class A-3 Note issued upon the registration of transfer hereof or in exchange hereof or in lieu
hereof whether or not notation of such consent or waiver is made upon this Class A-3 Note.


 




    	Ex. A-3-6



    	 



    

 


The term “Issuer”,
as used in this Note, includes any successor to the Issuer under the Indenture.


 


The Indenture permits
the Issuer, under certain circumstances, to consolidate or merge with or into another Person, subject to the rights of the Indenture
Trustee and the Holders of Notes under the Indenture.


 


The Notes are issuable
only in registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth.


 


This
Class A-3 Note and the Indenture shall be construed in accordance with the laws of the State of New York, and the obligations,
rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws without giving effect
to the conflicts of laws provisions thereof which may require the application of the laws of any other jurisdiction (other than
Section 5-1401 of the New York General Obligations Law).


 


No reference herein
to the Indenture, and no provision of this Note or of the Indenture, shall alter or impair the obligation of the Issuer, which
is absolute and unconditional, to pay the principal of and interest on this Class A-3 Note at the times, place and rate, and in
the coin or currency, herein prescribed.


 


Anything herein to
the contrary notwithstanding, except as expressly provided in the Transaction Documents, none of Wells Fargo Bank, National Association,
in its individual capacity, U.S. Bank Trust National Association, in its individual capacity, any holder of a beneficial interest
in the Issuer, or any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns
shall be personally liable for, nor shall recourse be had to any of them for, the payment of principal of or interest on this Class
A-3 Note or the performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in the
Indenture. The Holder of this Note, by its acceptance hereof, agrees that, except as expressly provided in the Transaction Documents,
in the case of an Event of Default under the Indenture, the Holder shall have no claim against any of the foregoing for any deficiency,
loss or claim resulting therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, or enforcement
against, the assets of the Issuer for any and all liabilities, obligations and undertakings contained in the Indenture or in this
Class A-3 Note.


 




    	Ex. A-3-7



    	 



    

  


ASSIGNMENT


 


SOCIAL SECURITY NUMBER


OR OTHER IDENTIFICATION


NUMBER OF ASSIGNEE: ________________


 


FOR VALUE RECEIVED, the undersigned hereby
sells, assigns and transfers unto _________________________________________________________________________


 





 



 


(name and address of assignee)


 


the within Note and all rights thereunder,
and hereby irrevocably constitutes and appoints ________________________, attorney, to transfer said Note on the Note Register,
with full power of substitution in the premises.


Dated:


 


	 	________________________________________*/
	 	 
	 	Signature Guaranteed:
	 	 
	 	________________________________________*/


 


*/       NOTICE:
The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within
Note in every particular, without alteration, enlargement or any change whatsoever. Such signature must be guaranteed by an “eligible
guarantor institution” meeting the requirements of the Note Registrar.


 




    	Ex. A-3-8



    	 



    

 


Exhibit A-4


Form of Class A-4 Note


 


UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


THE PRINCIPAL OF THIS NOTE IS PAYABLE AS SET FORTH IN THE INDENTURE
(AS DEFINED BELOW). THE OUTSTANDING PRINCIPAL BALANCE OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.


 


	REGISTERED	$[________]
	 	 
	NO. R-[___]	CUSIP NO. 143127AD0


 


CarMax
Auto Owner Trust 2015-2


 


1.80% CLASS A-4 ASSET-BACKED NOTE


 


CarMax Auto Owner Trust
2015-2, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuer”),
for value received, hereby promises to pay to Cede & Co., or its registered assigns, the principal sum of [                      ]
DOLLARS payable on each Distribution Date in an amount equal to the aggregate amount, if any, payable from the Note Payment Account
in respect of principal on the Class A-4 Notes pursuant to Section 2.8 of the Indenture dated as of May 1, 2015 (as amended, supplemented
or otherwise modified and in effect from time to time, the “Indenture”) between the Issuer and Wells Fargo Bank,
National Association, a national banking association, as Indenture Trustee (in such capacity, the “Indenture Trustee”);
provided, however, that, except under certain limited circumstances described in the Indenture, principal of this
Class A-4 Note will not be due and payable until the Class A-1 Notes, the Class A-2a Notes, the Class A-2b Notes and the Class
A-3 Notes have been paid in full; and, provided further, that, if not paid prior to such date, the unpaid principal
amount of this Class A-4 Note shall be due and payable on the earlier of the March 15, 2021 Distribution Date (the “Class
A-4 Final Distribution Date”) and the Redemption Date, if any, pursuant to Section 10.1 of the Indenture. Capitalized
terms used but not defined herein are defined in Article I of the Indenture, which also contains rules as to construction that
shall be applicable hereto.


 




    	Ex. A-4-1



    	 



    

 


The Issuer shall pay
interest on this Class A-4 Note at the rate per annum shown above on each Distribution Date, until the principal of this Class
A-4 Note is paid or made available for payment, on the principal amount of this Class A-4 Note outstanding on the preceding Distribution
Date (after giving effect to all payments of principal made on such preceding Distribution Date), subject to certain limitations
contained in Section 3.1 of the Indenture. Interest on this Class A-4 Note shall accrue for each Distribution Date from and including
the 15th day of the preceding month (or, in the case of the initial Distribution Date or if no interest has been paid, from and
including the Closing Date) to but excluding the 15th day of the month in which such Distribution Date occurs. Interest shall be
computed on the basis of a 360-day year consisting of twelve 30-day months. Interest on this Class A-4 Note on each Distribution
Date shall equal one-twelfth of the product of (i) the rate per annum shown above and (ii) the principal amount of this Class A-4
Note outstanding on the preceding Distribution Date (after giving effect to all payments of principal made on such preceding Distribution
Date); provided, however, that the interest payable on this Class A-4 Note on June 15, 2015 shall equal $187,112.00.
The principal of and interest on this Class A-4 Note shall be paid in the manner specified on the reverse hereof.


 


“Distribution
Date” means the 15th day of each month or, if such 15th day is not a Business Day, the following Business Day, commencing
on June 15, 2015.


 


The principal of and
interest on this Class A-4 Note are payable in such coin or currency of the United States as at the time of payment is legal tender
for payment of public and private debts. All payments made by the Issuer with respect to this Class A-4 Note shall be applied first
to interest due and payable on this Class A-4 Note as provided above and then to the unpaid principal of this Class A-4 Note.


 


Reference is hereby
made to the further provisions of this Class A-4 Note set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if fully set forth on the face of this Class A-4 Note.


 


Unless the certificate
of authentication hereon has been executed by an authorized officer of the Indenture Trustee, by manual or facsimile signature,
this Class A-4 Note shall not entitle the Holder hereof to any benefit under the Indenture or be valid for any purpose.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


 




    	Ex. A-4-2



    	 



    

 


IN WITNESS WHEREOF,
the Issuer has caused this Class A-4 Note to be duly executed as of the date set forth below.


 


Dated: May 13, 2015


 


	 	CARMAX AUTO OWNER TRUST 2015-2
	 	 
	 	By:	U.S. BANK TRUST NATIONAL ASSOCIATION,
	 	 	not in its individual capacity but solely
	 	 	as Owner Trustee


 


	 	By:	 
	 	Name:
	 	Title:


 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


This is one of the
Class A-4 Notes designated above and referred to in the within-mentioned Indenture.


 


Dated: May 13, 2015


 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as Indenture Trustee
	 	 
	 	By:	 
	 	Name:
	 	Title:


 




    	Ex. A-4-3



    	 



    

 


[REVERSE OF CLASS A-4 NOTE]


 


This Class A-4 Note
is one of a duly authorized issue of Notes of the Issuer, designated as its 1.80% Class A-4 Asset-backed Notes, which, together
with the 0.35000% Class A-1 Asset-backed Notes, the 0.82% Class A-2a Asset-backed Notes, the LIBOR + 0.28% Class A-2b Asset-backed
Notes, the 1.37% Class A-3 Asset-backed Notes, the 2.15% Class B Asset-backed Notes, the 2.39% Class C Asset-backed Notes and the
3.04% Class D Asset-backed Notes (collectively, the “Notes”), are issued under the Indenture, to which Indenture
and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder
of the Issuer, the Indenture Trustee and the Holders of the Notes. The Notes are subject to all terms of the Indenture.


 


The Class A-4 Notes
are and shall be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture. The Class
A-4 Notes are subordinated to the Class A-1 Notes, the Class A-2a Notes, the Class A-2b Notes and the Class A-3 Notes to the extent
set forth in the Indenture and the Sale and Servicing Agreement. The Class B Notes, the Class C Notes and the Class D Notes are
subordinated to the Class A-4 Notes to the extent set forth in the Indenture and the Sale and Servicing Agreement.


 


As described above,
the entire unpaid principal amount of this Class A-4 Note shall be due and payable on the earlier of the Class A-4 Final Distribution
Date and the Redemption Date, if any, pursuant to Section 10.1 of the Indenture. Notwithstanding the foregoing, the entire unpaid
principal amount of the Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall be due
and payable on the date on which an Event of Default shall have occurred and be continuing if the Indenture Trustee or the Holders
of Notes evidencing not less than 51% of the Note Balance of the Controlling Class have declared the Notes to be immediately due
and payable in the manner provided in Section 5.2 of the Indenture. All principal payments on the Class A-4 Notes shall be made
pro rata to the Holders entitled thereto if the Notes have been declared immediately due and payable.


 


Payments of interest
on this Class A-4 Note due and payable on any Distribution Date, together with the installment of principal, if any, due and payable
on such Distribution Date, to the extent not in full payment of this Class A-4 Note, shall be made by check mailed to the Person
whose name appears as the Holder of this Class A-4 Note (or one or more Predecessor Notes) on the Note Register as of the close
of business on the Record Date preceding such Distribution Date or by wire transfer in immediately available funds to the account
designated in writing to the Indenture Trustee by such Person at least five (5) Business Days prior to the related Record Date,
except that with respect to Class A-4 Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially,
such nominee to be Cede & Co.), payments will be made by wire transfer in immediately available funds to the account designated
by such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the
Note Register as of such Record Date without requiring that this Class A-4 Note be submitted for notation of payment. Any reduction
in the principal amount of this Class A-4 Note (or any one or more Predecessor Notes) effected by any payments made on any Distribution
Date shall be binding upon all future Holders of this Class A-4 Note and of any Class A-4 Note issued upon the registration of
transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as
provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Class A-4 Note on a Distribution
Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, shall notify the Person who was the Holder hereof
as of the Record Date preceding such Distribution Date by notice mailed or transmitted by facsimile prior to such Distribution
Date, and the amount then due and payable shall be payable only upon presentation and surrender of this Class A-4 Note at the Indenture
Trustee’s Corporate Trust Office or at the office of the Indenture Trustee’s agent appointed for such purposes located
in the Borough of Manhattan, The City of New York.


 




    	Ex. A-4-4



    	 



    

 


The Issuer shall pay
interest on overdue installments of interest at the Class A-4 Rate to the extent lawful.


 


As provided in the
Indenture, the Notes may be redeemed, in whole but not in part, in the manner and to the extent described in the Indenture and
the Sale and Servicing Agreement.


 


As provided in the
Indenture, and subject to certain limitations set forth therein, the transfer of this Class A-4 Note may be registered on the Note
Register upon surrender of this Class A-4 Note for registration of transfer at the office or agency designated by the Issuer pursuant
to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee
duly executed by, the Holder hereof or such Holder’s attorney duly authorized in writing, with such signature guaranteed
by an “eligible guarantor institution” meeting the requirements of the Note Registrar, and thereupon one or more new
Class A-4 Notes in any authorized denomination and in the same aggregate principal amount will be issued to the designated transferee
or transferees. No service charge will be charged for any registration of transfer or exchange of this Class A-4 Note, but the
transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection
with any such registration of transfer or exchange.


 


Each Noteholder or
Note Owner, by its acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees
that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer or the Indenture Trustee on
the Notes or under the Indenture or any certificate or other writing delivered in connection therewith against (i) the Indenture
Trustee or the Owner Trustee, each in its individual capacity, (ii) any holder of a beneficial interest in the Issuer or (iii)
any partner, owner, beneficiary, agent, officer, director or employee of the Indenture Trustee or the Owner Trustee, each in its
individual capacity, or any holder of a beneficial interest in the Issuer, the Owner Trustee or the Indenture Trustee or any successor
or assign of the Indenture Trustee or the Owner Trustee, each in its individual capacity, except as any such Person may have expressly
agreed and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law,
for any unpaid consideration for stock, unpaid capital contribution for stock, unpaid capital contribution or failure to pay any
installment or call owing to such entity.


 


Each Noteholder or
Note Owner, by its acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees
that such Noteholder or Note Owner shall not at any time institute against the Depositor or the Issuer, or join in any institution
against the Depositor or the Issuer of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under
any United States federal or State bankruptcy or similar law in connection with any obligations relating to the Notes, the Certificates,
the Indenture or any of the other Transaction Documents.


 




    	Ex. A-4-5



    	 



    

 


Each Noteholder or
Note Owner, by its acceptance of this Note or, in the case of a Note Owner, a beneficial interest in this Note, represents and
warrants that either (a) it is not acquiring the Note (or an interest therein) with the plan assets of any (i) “employee
benefit plan” (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”))
subject to the fiduciary requirements of ERISA, (ii) “plan” described in Section 4975(e)(1) of the Code, including
individual retirement accounts and Keogh plans, that is subject to the provisions of Section 4975 of the Code, or (iii) employee
benefit plan or arrangement not subject to Title I of ERISA or Section 4975 of the Code; or (b) the acquisition and holding of
the Note will not constitute or result in a non-exempt “prohibited transaction” under Section 406 of ERISA or Section
4975 of the Code or a violation of any substantially similar applicable law.


 


Each Noteholder or
Note Owner, by its acceptance of this Note or, in the case of a Note Owner, a beneficial interest in this Note, agrees to provide
to the Indenture Trustee, any Paying Agent or the Issuer, upon its request, the Noteholder Tax Identification Information and,
to the extent FATCA Withholding Tax is applicable, the Noteholder FATCA Information. In addition, each Noteholder or Note Owner,
by its acceptance of this Note or, in the case of a Note Owner, a beneficial interest in this Note, agrees that the Indenture Trustee
has the right to withhold any amounts of interest (properly withholdable under law and without any corresponding gross-up) payable
to a Noteholder or holder of an interest in a Note that fails to comply with the requirements of the preceding sentence.


 


The Issuer has entered
into the Indenture and this Class A-4 Note is issued with the intention that, for federal, State and local income, and franchise
tax purposes, the Notes will qualify as indebtedness of the Issuer secured by the Trust Estate. Each Noteholder or Note Owner,
by its acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, agrees to treat the Notes for federal,
State and local income, single business and franchise tax purposes as indebtedness of the Issuer.


 


Prior to the due presentment
for registration of transfer of this Class A-4 Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture
Trustee may treat the Person in whose name this Class A-4 Note (as of the day of determination or as of such other date as may
be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Class A-4 Note shall be
overdue, and none of the Issuer, the Indenture Trustee or any such agent shall be affected by notice to the contrary.


 


The Indenture permits
the Owner Trustee, on behalf of the Issuer, and the Indenture Trustee, with certain exceptions therein provided, to amend or waive
from time to time certain terms and conditions set forth in the Indenture without the consent of the Holders of the Notes. The
Indenture also permits the Owner Trustee, on behalf of the Issuer, and the Indenture Trustee, with certain exceptions as therein
provided, to amend or waive from time to time certain terms and conditions set forth in the Indenture with the consent of the Holders
of Notes evidencing not less than 51% of the Note Balance of the Controlling Class. The Indenture also permits the Holders of Notes
evidencing not less than 51% of the Note Balance of the Controlling Class, on behalf of the Holders of all the Notes, to waive
compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences.
Any such consent or waiver by the Holders of not less than 51% of the Note Balance of the Controlling Class or the Holder of this
Class A-4 Note (or any one or more Predecessor Notes) shall be conclusive and binding on such Holder and on all future Holders
of this Class A-4 Note and of any Class A-4 Note issued upon the registration of transfer hereof or in exchange hereof or in lieu
hereof whether or not notation of such consent or waiver is made upon this Class A-4 Note.


 




    	Ex. A-4-6



    	 



    

 


The term “Issuer”,
as used in this Note, includes any successor to the Issuer under the Indenture.


 


The Indenture permits
the Issuer, under certain circumstances, to consolidate or merge with or into another Person, subject to the rights of the Indenture
Trustee and the Holders of Notes under the Indenture.


 


The Notes are issuable
only in registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth.


 


This
Class A-4 Note and the Indenture shall be construed in accordance with the laws of the State of New York, and the obligations,
rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws without giving effect
to the conflicts of laws provisions thereof which may require the application of the laws of any other jurisdiction (other than
Section 5-1401 of the New York General Obligations Law).


 


No reference herein
to the Indenture, and no provision of this Note or of the Indenture, shall alter or impair the obligation of the Issuer, which
is absolute and unconditional, to pay the principal of and interest on this Class A-4 Note at the times, place and rate, and in
the coin or currency, herein prescribed.


 


Anything herein to
the contrary notwithstanding, except as expressly provided in the Transaction Documents, none of Wells Fargo Bank, National Association,
in its individual capacity, U.S. Bank Trust National Association, in its individual capacity, any holder of a beneficial interest
in the Issuer, or any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns
shall be personally liable for, nor shall recourse be had to any of them for, the payment of principal of or interest on this Class
A-4 Note or the performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in the
Indenture. The Holder of this Note, by its acceptance hereof, agrees that, except as expressly provided in the Transaction Documents,
in the case of an Event of Default under the Indenture, the Holder shall have no claim against any of the foregoing for any deficiency,
loss or claim resulting therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, or enforcement
against, the assets of the Issuer for any and all liabilities, obligations and undertakings contained in the Indenture or in this
Class A-4 Note.


 




    	Ex. A-4-7



    	 



    

  


ASSIGNMENT


 


SOCIAL SECURITY NUMBER


OR OTHER IDENTIFICATION


NUMBER OF ASSIGNEE: ________________


 


FOR VALUE RECEIVED, the undersigned hereby
sells, assigns and transfers unto _________________________________________________________________________


 





 



 


(name and address of assignee)


 


the within Note and all rights thereunder,
and hereby irrevocably constitutes and appoints ________________________, attorney, to transfer said Note on the Note Register,
with full power of substitution in the premises.


Dated:


 


	 	________________________________________*/
	 	 
	 	Signature Guaranteed:
	 	 
	 	________________________________________*/


 


*/       NOTICE:
The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within
Note in every particular, without alteration, enlargement or any change whatsoever. Such signature must be guaranteed by an “eligible
guarantor institution” meeting the requirements of the Note Registrar.


 




    	Ex. A-4-8



    	 



    

 


Exhibit B


Form of Class B Note


 


UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


THE PRINCIPAL OF THIS NOTE IS PAYABLE AS SET FORTH IN THE INDENTURE
(AS DEFINED BELOW). THE OUTSTANDING PRINCIPAL BALANCE OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.


 


	REGISTERED	$[________]
	 	 
	NO. R-[___]	CUSIP NO. 143127AE8


 


CarMax
Auto Owner Trust 2015-2


 


2.15% CLASS B ASSET-BACKED NOTE


 


CarMax Auto Owner Trust
2015-2, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuer”),
for value received, hereby promises to pay to Cede & Co., or its registered assigns, the principal sum of [                           ]
DOLLARS payable on each Distribution Date in an amount equal to the aggregate amount, if any, payable from the Note Payment Account
in respect of principal on the Class B Notes pursuant to Section 2.8 of the Indenture dated as of May 1, 2015 (as amended, supplemented
or otherwise modified and in effect from time to time, the “Indenture”) between the Issuer and Wells Fargo Bank,
National Association, a national banking association, as Indenture Trustee (in such capacity, the “Indenture Trustee”);
provided, however, that principal of this Class B Note will not be due and payable until the Class A-1 Notes, the
Class A-2a Notes, the Class A-2b Notes, the Class A-3 Notes and the Class A-4 Notes have been paid in full; and, provided
further, that, if not paid prior to such date, the unpaid principal amount of this Class B Note shall be due and payable
on the earlier of the March 15, 2021 Distribution Date (the “Class B Final Distribution Date”) and the Redemption
Date, if any, pursuant to Section 10.1 of the Indenture. Capitalized terms used but not defined herein are defined in Article I
of the Indenture, which also contains rules as to construction that shall be applicable hereto.


 




    	Ex. B-1



    	 



    

 


The Issuer shall pay
interest on this Class B Note at the rate per annum shown above on each Distribution Date, until the principal of this Class B
Note is paid or made available for payment, on the principal amount of this Class B Note outstanding on the preceding Distribution
Date (after giving effect to all payments of principal made on such preceding Distribution Date), subject to certain limitations
contained in Section 3.1 of the Indenture. Interest on this Class B Note shall accrue for each Distribution Date from and including
the 15th day of the preceding month (or, in the case of the initial Distribution Date or if no interest has been paid, from and
including the Closing Date) to but excluding the 15th day of the month in which such Distribution Date occurs. Interest shall be
computed on the basis of a 360-day year consisting of twelve 30-day months. Interest on this Class B Note on each Distribution
Date shall equal one-twelfth of the product of (i) the rate per annum shown above and (ii) the principal amount of this Class B
Note outstanding on the preceding Distribution Date (after giving effect to all payments of principal made on such preceding Distribution
Date); provided, however, that the interest payable on this Class B Note on June 15, 2015 shall equal $44,528.89.
The principal of and interest on this Class B Note shall be paid in the manner specified on the reverse hereof.


 


“Distribution
Date” means the 15th day of each month or, if such 15th day is not a Business Day, the following Business Day, commencing
on June 15, 2015.


 


The principal of and
interest on this Class B Note are payable in such coin or currency of the United States as at the time of payment is legal tender
for payment of public and private debts. All payments made by the Issuer with respect to this Class B Note shall be applied first
to interest due and payable on this Class B Note as provided above and then to the unpaid principal of this Class B Note.


 


Reference is hereby
made to the further provisions of this Class B Note set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if fully set forth on the face of this Class B Note.


 


Unless the certificate
of authentication hereon has been executed by an authorized officer of the Indenture Trustee, by manual or facsimile signature,
this Class B Note shall not entitle the Holder hereof to any benefit under the Indenture or be valid for any purpose.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


 




    	Ex. B-2



    	 



    

 


IN WITNESS WHEREOF,
the Issuer has caused this Class B Note to be duly executed as of the date set forth below.


 


Dated: May 13, 2015


 


	 	CARMAX AUTO OWNER TRUST 2015-2
	 	 	 
	 	By:	U.S. BANK TRUST NATIONAL ASSOCIATION, 
	 	 	not in its individual capacity but solely as Owner Trustee


 


	 	By:  	 
	 	Name:
	 	Title:


 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


This is one of the
Class B Notes designated above and referred to in the within-mentioned Indenture.


 


Dated: May 13, 2015


 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as Indenture Trustee
	 	 
	 	By:	 
	 	Name:
	 	Title:


 




    	Ex. B-3



    	 



    

 


[REVERSE OF CLASS B NOTE]


 


This Class B Note is
one of a duly authorized issue of Notes of the Issuer, designated as its 2.15% Class B Asset-backed Notes, which, together with
the 0.35000% Class A-1 Asset-backed Notes, the 0.82% Class A-2a Asset-backed Notes, the LIBOR + 0.28% Class A-2b Asset-backed Notes,
the 1.37% Class A-3 Asset-backed Notes, the 1.80% Class A-4 Asset-backed Notes, the 2.39% Class C Asset-backed Notes and the 3.04%
Class D Asset-backed Notes (collectively, the “Notes”), are issued under the Indenture, to which Indenture and
all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder
of the Issuer, the Indenture Trustee and the Holders of the Notes. The Notes are subject to all terms of the Indenture.


 


The Class B Notes are
and shall be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture. The Class
B Notes are subordinated to the Class A-1 Notes, the Class A-2a Notes, the Class A-2b Notes, the Class A-3 Notes and the Class
A-4 Notes to the extent set forth in the Indenture and the Sale and Servicing Agreement. The Class C Notes and the Class D Notes
are subordinated to the Class B Notes to the extent set forth in the Indenture and the Sale and Servicing Agreement.


 


As described above,
the entire unpaid principal amount of this Class B Note shall be due and payable on the earlier of the Class B Final Distribution
Date and the Redemption Date, if any, pursuant to Section 10.1 of the Indenture. Notwithstanding the foregoing, the entire unpaid
principal amount of the Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall be due
and payable on the date on which an Event of Default shall have occurred and be continuing if the Indenture Trustee or the Holders
of Notes evidencing not less than 51% of the Note Balance of the Controlling Class have declared the Notes to be immediately due
and payable in the manner provided in Section 5.2 of the Indenture. All principal payments on the Class B Notes shall be made pro
rata to the Holders entitled thereto if the Notes have been declared immediately due and payable.


 


Payments of interest
on this Class B Note due and payable on any Distribution Date, together with the installment of principal, if any, due and payable
on such Distribution Date, to the extent not in full payment of this Class B Note, shall be made by check mailed to the Person
whose name appears as the Holder of this Class B Note (or one or more Predecessor Notes) on the Note Register as of the close of
business on the Record Date preceding such Distribution Date or by wire transfer in immediately available funds to the account
designated in writing to the Indenture Trustee by such Person at least five (5) Business Days prior to the related Record Date,
except that with respect to Class B Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially,
such nominee to be Cede & Co.), payments will be made by wire transfer in immediately available funds to the account designated
by such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the
Note Register as of such Record Date without requiring that this Class B Note be submitted for notation of payment. Any reduction
in the principal amount of this Class B Note (or any one or more Predecessor Notes) effected by any payments made on any Distribution
Date shall be binding upon all future Holders of this Class B Note and of any Class B Note issued upon the registration of transfer
hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided
in the Indenture, for payment in full of the then remaining unpaid principal amount of this Class B Note on a Distribution Date,
then the Indenture Trustee, in the name of and on behalf of the Issuer, shall notify the Person who was the Holder hereof as of
the Record Date preceding such Distribution Date by notice mailed or transmitted by facsimile prior to such Distribution Date,
and the amount then due and payable shall be payable only upon presentation and surrender of this Class B Note at the Indenture
Trustee’s Corporate Trust Office or at the office of the Indenture Trustee’s agent appointed for such purposes located
in the Borough of Manhattan, The City of New York.


 




    	Ex. B-4



    	 



    

 


The Issuer shall pay
interest on overdue installments of interest at the Class B Rate to the extent lawful.


 


As provided in the
Indenture, the Notes may be redeemed, in whole but not in part, in the manner and to the extent described in the Indenture and
the Sale and Servicing Agreement.


 


As provided in the
Indenture, and subject to certain limitations set forth therein, the transfer of this Class B Note may be registered on the Note
Register upon surrender of this Class B Note for registration of transfer at the office or agency designated by the Issuer pursuant
to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee
duly executed by, the Holder hereof or such Holder’s attorney duly authorized in writing, with such signature guaranteed
by an “eligible guarantor institution” meeting the requirements of the Note Registrar, and thereupon one or more new
Class B Notes in any authorized denomination and in the same aggregate principal amount will be issued to the designated transferee
or transferees. No service charge will be charged for any registration of transfer or exchange of this Class B Note, but the transferor
may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any
such registration of transfer or exchange.


 


Each Noteholder or
Note Owner, by its acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees
that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer or the Indenture Trustee on
the Notes or under the Indenture or any certificate or other writing delivered in connection therewith against (i) the Indenture
Trustee or the Owner Trustee, each in its individual capacity, (ii) any holder of a beneficial interest in the Issuer or (iii)
any partner, owner, beneficiary, agent, officer, director or employee of the Indenture Trustee or the Owner Trustee, each in its
individual capacity, or any holder of a beneficial interest in the Issuer, the Owner Trustee or the Indenture Trustee or any successor
or assign of the Indenture Trustee or the Owner Trustee, each in its individual capacity, except as any such Person may have expressly
agreed and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law,
for any unpaid consideration for stock, unpaid capital contribution for stock, unpaid capital contribution or failure to pay any
installment or call owing to such entity.


 


Each Noteholder or
Note Owner, by its acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees
that such Noteholder or Note Owner shall not at any time institute against the Depositor or the Issuer, or join in any institution
against the Depositor or the Issuer of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under
any United States federal or State bankruptcy or similar law in connection with any obligations relating to the Notes, the Certificates,
the Indenture or any of the other Transaction Documents.


 




    	Ex. B-5



    	 



    

 


Each Noteholder or
Note Owner, by its acceptance of this Note or, in the case of a Note Owner, a beneficial interest in this Note, represents and
warrants that either (a) it is not acquiring the Note (or an interest therein) with the plan assets of any (i) “employee
benefit plan” (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”))
subject to the fiduciary requirements of ERISA, (ii) “plan” described in Section 4975(e)(1) of the Code, including
individual retirement accounts and Keogh plans, that is subject to the provisions of Section 4975 of the Code, or (iii) employee
benefit plan or arrangement not subject to Title I of ERISA or Section 4975 of the Code; or (b) the acquisition and holding of
the Note will not constitute or result in a non-exempt “prohibited transaction” under Section 406 of ERISA or Section
4975 of the Code or a violation of any substantially similar applicable law.


 


Each Noteholder or
Note Owner, by its acceptance of this Note or, in the case of a Note Owner, a beneficial interest in this Note, agrees to provide
to the Indenture Trustee, any Paying Agent or the Issuer, upon its request, the Noteholder Tax Identification Information and,
to the extent FATCA Withholding Tax is applicable, the Noteholder FATCA Information. In addition, each Noteholder or Note Owner,
by its acceptance of this Note or, in the case of a Note Owner, a beneficial interest in this Note, agrees that the Indenture Trustee
has the right to withhold any amounts of interest (properly withholdable under law and without any corresponding gross-up) payable
to a Noteholder or holder of an interest in a Note that fails to comply with the requirements of the preceding sentence.


 


The Issuer has entered
into the Indenture and this Class B Note is issued with the intention that, for federal, State and local income, and franchise
tax purposes, the Notes will qualify as indebtedness of the Issuer secured by the Trust Estate. Each Noteholder or Note Owner,
by its acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, agrees to treat the Notes for federal,
State and local income, single business and franchise tax purposes as indebtedness of the Issuer.


 


Prior to the due presentment
for registration of transfer of this Class B Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture
Trustee may treat the Person in whose name this Class B Note (as of the day of determination or as of such other date as may be
specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Class B Note shall be overdue,
and none of the Issuer, the Indenture Trustee or any such agent shall be affected by notice to the contrary.


 


The Indenture permits
the Owner Trustee, on behalf of the Issuer, and the Indenture Trustee, with certain exceptions therein provided, to amend or waive
from time to time certain terms and conditions set forth in the Indenture without the consent of the Holders of the Notes. The
Indenture also permits the Owner Trustee, on behalf of the Issuer, and the Indenture Trustee, with certain exceptions as therein
provided, to amend or waive from time to time certain terms and conditions set forth in the Indenture with the consent of the Holders
of Notes evidencing not less than 51% of the Note Balance of the Controlling Class. The Indenture also permits the Holders of Notes
evidencing not less than 51% of the Note Balance of the Controlling Class, on behalf of the Holders of all the Notes, to waive
compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences.
Any such consent or waiver by the Holders of not less than 51% of the Note Balance of the Controlling Class or the Holder of this
Class B Note (or any one or more Predecessor Notes) shall be conclusive and binding on such Holder and on all future Holders of
this Class B Note and of any Class B Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof
whether or not notation of such consent or waiver is made upon this Class B Note.


 




    	Ex. B-6



    	 



    

 


The term “Issuer”,
as used in this Note, includes any successor to the Issuer under the Indenture.


 


The Indenture permits
the Issuer, under certain circumstances, to consolidate or merge with or into another Person, subject to the rights of the Indenture
Trustee and the Holders of Notes under the Indenture.


 


The Notes are issuable
only in registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth.


 


This
Class B Note and the Indenture shall be construed in accordance with the laws of the State of New York, and the obligations, rights
and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws without giving effect to
the conflicts of laws provisions thereof which may require the application of the laws of any other jurisdiction (other than Section
5-1401 of the New York General Obligations Law).


 


No reference herein
to the Indenture, and no provision of this Note or of the Indenture, shall alter or impair the obligation of the Issuer, which
is absolute and unconditional, to pay the principal of and interest on this Class B Note at the times, place and rate, and in the
coin or currency, herein prescribed.


 


Anything herein to
the contrary notwithstanding, except as expressly provided in the Transaction Documents, none of Wells Fargo Bank, National Association,
in its individual capacity, U.S. Bank Trust National Association, in its individual capacity, any holder of a beneficial interest
in the Issuer, or any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns
shall be personally liable for, nor shall recourse be had to any of them for, the payment of principal of or interest on this Class
B Note or the performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in the Indenture.
The Holder of this Note, by its acceptance hereof, agrees that, except as expressly provided in the Transaction Documents, in the
case of an Event of Default under the Indenture, the Holder shall have no claim against any of the foregoing for any deficiency,
loss or claim resulting therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, or enforcement
against, the assets of the Issuer for any and all liabilities, obligations and undertakings contained in the Indenture or in this
Class B Note.


 




    	Ex. B-7



    	 



    

  


ASSIGNMENT


 


SOCIAL SECURITY NUMBER


OR OTHER IDENTIFICATION


NUMBER OF ASSIGNEE: ________________


 


FOR VALUE RECEIVED, the undersigned hereby
sells, assigns and transfers unto _________________________________________________________________________


 





 



 


(name and address of assignee)


 


the within Note and all rights thereunder,
and hereby irrevocably constitutes and appoints ________________________, attorney, to transfer said Note on the Note Register,
with full power of substitution in the premises.


Dated:


 


	 	________________________________________*/
	 	 
	 	Signature Guaranteed:
	 	 
	 	________________________________________*/
	 	 


*/       NOTICE:
The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within
Note in every particular, without alteration, enlargement or any change whatsoever. Such signature must be guaranteed by an “eligible
guarantor institution” meeting the requirements of the Note Registrar.


 




    	Ex. B-8



    	 



    

 


Exhibit C


Form of Class C Note


 


UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


THE PRINCIPAL OF THIS NOTE IS PAYABLE AS SET FORTH IN THE INDENTURE
(AS DEFINED BELOW). THE OUTSTANDING PRINCIPAL BALANCE OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.


 


	REGISTERED	$[__________]
	 	 
	NO. R-[___]	CUSIP NO. 143127AF5


 


CarMax
Auto Owner Trust 2015-2


 


2.39% CLASS C ASSET-BACKED NOTE


 


CarMax Auto Owner Trust
2015-2, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuer”),
for value received, hereby promises to pay to Cede & Co., or its registered assigns, the principal sum of [                   ]
DOLLARS payable on each Distribution Date in an amount equal to the aggregate amount, if any, payable from the Note Payment Account
in respect of principal on the Class C Notes pursuant to Section 2.8 of the Indenture dated as of May 1, 2015 (as amended, supplemented
or otherwise modified and in effect from time to time, the “Indenture”) between the Issuer and Wells Fargo Bank,
National Association, a national banking association, as Indenture Trustee (in such capacity, the “Indenture Trustee”);
provided, however, that principal of this Class C Note will not be due and payable until the Class A-1 Notes, the
Class A-2a Notes, the Class A-2b Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B Notes have been paid in full;
and, provided further, that, if not paid prior to such date, the unpaid principal amount of this Class C Note shall
be due and payable on the earlier of the March 15, 2021 Distribution Date (the “Class C Final Distribution Date”)
and the Redemption Date, if any, pursuant to Section 10.1 of the Indenture. Capitalized terms used but not defined herein are defined
in Article I of the Indenture, which also contains rules as to construction that shall be applicable hereto.


 




    	Ex. C-1



    	 



    

 


The Issuer shall pay
interest on this Class C Note at the rate per annum shown above on each Distribution Date, until the principal of this Class C
Note is paid or made available for payment, on the principal amount of this Class C Note outstanding on the preceding Distribution
Date (after giving effect to all payments of principal made on such preceding Distribution Date), subject to certain limitations
contained in Section 3.1 of the Indenture. Interest on this Class C Note shall accrue for each Distribution Date from and including
the 15th day of the preceding month (or, in the case of the initial Distribution Date or if no interest has been paid, from and
including the Closing Date) to but excluding the 15th day of the month in which such Distribution Date occurs. Interest shall be
computed on the basis of a 360-day year consisting of twelve 30-day months. Interest on this Class C Note on each Distribution
Date shall equal one-twelfth of the product of (i) the rate per annum shown above and (ii) the principal amount of this Class C
Note outstanding on the preceding Distribution Date (after giving effect to all payments of principal made on such preceding Distribution
Date); provided, however, that the interest payable on this Class C Note on June 15, 2015 shall equal $49,499.56.
The principal of and interest on this Class C Note shall be paid in the manner specified on the reverse hereof.


 


“Distribution
Date” means the 15th day of each month or, if such 15th day is not a Business Day, the following Business Day, commencing
on June 15, 2015.


 


The principal of and
interest on this Class C Note are payable in such coin or currency of the United States as at the time of payment is legal tender
for payment of public and private debts. All payments made by the Issuer with respect to this Class C Note shall be applied first
to interest due and payable on this Class C Note as provided above and then to the unpaid principal of this Class C Note.


 


Reference is hereby
made to the further provisions of this Class C Note set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if fully set forth on the face of this Class C Note.


 


Unless the certificate
of authentication hereon has been executed by an authorized officer of the Indenture Trustee, by manual or facsimile signature,
this Class C Note shall not entitle the Holder hereof to any benefit under the Indenture or be valid for any purpose.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


 




    	Ex. C-2



    	 



    

 


IN WITNESS WHEREOF,
the Issuer has caused this Class C Note to be duly executed as of the date set forth below.


 


	Dated: May 13, 2015	CARMAX AUTO OWNER TRUST 2015-2


 


	 	By:	U.S. BANK TRUST NATIONAL ASSOCIATION, 
	 	 	not in its individual capacity but solely as Owner Trustee


 


	 	By:  	 
	 	Name:
	 	Title:


 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


This is one of the
Class C Notes designated above and referred to in the within-mentioned Indenture.


 


Dated: May 13, 2015


 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as Indenture Trustee
	 	 	 
	 	By:	 
	 	Name:
	 	Title:





 






    	Ex. C-3



    	 



    

 


[REVERSE OF CLASS C NOTE]


 


This Class C Note is
one of a duly authorized issue of Notes of the Issuer, designated as its 2.39% Class C Asset-backed Notes, which, together with
the 0.35000% Class A-1 Asset-backed Notes, the 0.82% Class A-2a Asset-backed Notes, the LIBOR + 0.28% Class A-2b Asset-backed Notes,
the 1.37% Class A-3 Asset-backed Notes, the 1.80% Class A-4 Asset-backed Notes, the 2.15% Class B Asset-backed Notes and the 3.04%
Class D Asset-backed Notes (collectively, the “Notes”), are issued under the Indenture, to which Indenture and
all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder
of the Issuer, the Indenture Trustee and the Holders of the Notes. The Notes are subject to all terms of the Indenture.


 


The Class C Notes are
and shall be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture. The Class
C Notes are subordinated to the Class A-1 Notes, the Class A-2a Notes, the Class A-2b Notes, the Class A-3 Notes, the Class A-4
Notes and the Class B Notes to the extent set forth in the Indenture and the Sale and Servicing Agreement. The Class D Notes are
subordinated to the Class C Notes to the extent set forth in the Indenture and the Sale and Servicing Agreement.


 


As described above,
the entire unpaid principal amount of this Class C Note shall be due and payable on the earlier of the Class C Final Distribution
Date and the Redemption Date, if any, pursuant to Section 10.1 of the Indenture. Notwithstanding the foregoing, the entire unpaid
principal amount of the Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall be due
and payable on the date on which an Event of Default shall have occurred and be continuing if the Indenture Trustee or the Holders
of Notes evidencing not less than 51% of the Note Balance of the Controlling Class have declared the Notes to be immediately due
and payable in the manner provided in Section 5.2 of the Indenture. All principal payments on the Class C Notes shall be made pro
rata to the Holders entitled thereto if the Notes have been declared immediately due and payable.


 


Payments of interest
on this Class C Note due and payable on any Distribution Date, together with the installment of principal, if any, due and payable
on such Distribution Date, to the extent not in full payment of this Class C Note, shall be made by check mailed to the Person
whose name appears as the Holder of this Class C Note (or one or more Predecessor Notes) on the Note Register as of the close of
business on the Record Date preceding such Distribution Date or by wire transfer in immediately available funds to the account
designated in writing to the Indenture Trustee by such Person at least five (5) Business Days prior to the related Record Date,
except that with respect to Class C Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially,
such nominee to be Cede & Co.), payments will be made by wire transfer in immediately available funds to the account designated
by such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the
Note Register as of such Record Date without requiring that this Class C Note be submitted for notation of payment. Any reduction
in the principal amount of this Class C Note (or any one or more Predecessor Notes) effected by any payments made on any Distribution
Date shall be binding upon all future Holders of this Class C Note and of any Class C Note issued upon the registration of transfer
hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided
in the Indenture, for payment in full of the then remaining unpaid principal amount of this Class C Note on a Distribution Date,
then the Indenture Trustee, in the name of and on behalf of the Issuer, shall notify the Person who was the Holder hereof as of
the Record Date preceding such Distribution Date by notice mailed or transmitted by facsimile prior to such Distribution Date,
and the amount then due and payable shall be payable only upon presentation and surrender of this Class C Note at the Indenture
Trustee’s Corporate Trust Office or at the office of the Indenture Trustee’s agent appointed for such purposes located
in the Borough of Manhattan, The City of New York.


 




    	Ex. C-4



    	 



    

 


The Issuer shall pay
interest on overdue installments of interest at the Class C Rate to the extent lawful.


 


As provided in the
Indenture, the Notes may be redeemed, in whole but not in part, in the manner and to the extent described in the Indenture and
the Sale and Servicing Agreement.


 


As provided in the
Indenture, and subject to certain limitations set forth therein, the transfer of this Class C Note may be registered on the Note
Register upon surrender of this Class C Note for registration of transfer at the office or agency designated by the Issuer pursuant
to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee
duly executed by, the Holder hereof or such Holder’s attorney duly authorized in writing, with such signature guaranteed
by an “eligible guarantor institution” meeting the requirements of the Note Registrar, and thereupon one or more new
Class C Notes in any authorized denomination and in the same aggregate principal amount will be issued to the designated transferee
or transferees. No service charge will be charged for any registration of transfer or exchange of this Class C Note, but the transferor
may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any
such registration of transfer or exchange.


 


Each Noteholder or
Note Owner, by its acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees
that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer or the Indenture Trustee on
the Notes or under the Indenture or any certificate or other writing delivered in connection therewith against (i) the Indenture
Trustee or the Owner Trustee, each in its individual capacity, (ii) any holder of a beneficial interest in the Issuer or (iii)
any partner, owner, beneficiary, agent, officer, director or employee of the Indenture Trustee or the Owner Trustee, each in its
individual capacity, or any holder of a beneficial interest in the Issuer, the Owner Trustee or the Indenture Trustee or any successor
or assign of the Indenture Trustee or the Owner Trustee, each in its individual capacity, except as any such Person may have expressly
agreed and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law,
for any unpaid consideration for stock, unpaid capital contribution for stock, unpaid capital contribution or failure to pay any
installment or call owing to such entity.


 


Each Noteholder or
Note Owner, by its acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees
that such Noteholder or Note Owner shall not at any time institute against the Depositor or the Issuer, or join in any institution
against the Depositor or the Issuer of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under
any United States federal or State bankruptcy or similar law in connection with any obligations relating to the Notes, the Certificates,
the Indenture or any of the other Transaction Documents.


 




    	Ex. C-5



    	 



    

 


Each Noteholder or
Note Owner, by its acceptance of this Note or, in the case of a Note Owner, a beneficial interest in this Note, represents and
warrants that either (a) it is not acquiring the Note (or an interest therein) with the plan assets of any (i) “employee
benefit plan” (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”))
subject to the fiduciary requirements of ERISA, (ii) “plan” described in Section 4975(e)(1) of the Code, including
individual retirement accounts and Keogh plans, that is subject to the provisions of Section 4975 of the Code, or (iii) employee
benefit plan or arrangement not subject to Title I of ERISA or Section 4975 of the Code; or (b) the acquisition and holding of
the Note will not constitute or result in a non-exempt “prohibited transaction” under Section 406 of ERISA or Section
4975 of the Code or a violation of any substantially similar applicable law.


 


Each Noteholder or
Note Owner, by its acceptance of this Note or, in the case of a Note Owner, a beneficial interest in this Note, agrees to provide
to the Indenture Trustee, any Paying Agent or the Issuer, upon its request, the Noteholder Tax Identification Information and,
to the extent FATCA Withholding Tax is applicable, the Noteholder FATCA Information. In addition, each Noteholder or Note Owner,
by its acceptance of this Note or, in the case of a Note Owner, a beneficial interest in this Note, agrees that the Indenture Trustee
has the right to withhold any amounts of interest (properly withholdable under law and without any corresponding gross-up) payable
to a Noteholder or holder of an interest in a Note that fails to comply with the requirements of the preceding sentence.


 


The Issuer has entered
into the Indenture and this Class C Note is issued with the intention that, for federal, State and local income, and franchise
tax purposes, the Notes will qualify as indebtedness of the Issuer secured by the Trust Estate. Each Noteholder or Note Owner,
by its acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, agrees to treat the Notes for federal,
State and local income, single business and franchise tax purposes as indebtedness of the Issuer.


 


Prior to the due presentment
for registration of transfer of this Class C Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture
Trustee may treat the Person in whose name this Class C Note (as of the day of determination or as of such other date as may be
specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Class C Note shall be overdue,
and none of the Issuer, the Indenture Trustee or any such agent shall be affected by notice to the contrary.


 


The Indenture permits
the Owner Trustee, on behalf of the Issuer, and the Indenture Trustee, with certain exceptions therein provided, to amend or waive
from time to time certain terms and conditions set forth in the Indenture without the consent of the Holders of the Notes. The
Indenture also permits the Owner Trustee, on behalf of the Issuer, and the Indenture Trustee, with certain exceptions as therein
provided, to amend or waive from time to time certain terms and conditions set forth in the Indenture with the consent of the Holders
of Notes evidencing not less than 51% of the Note Balance of the Controlling Class. The Indenture also permits the Holders of Notes
evidencing not less than 51% of the Note Balance of the Controlling Class, on behalf of the Holders of all the Notes, to waive
compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences.
Any such consent or waiver by the Holders of not less than 51% of the Note Balance of the Controlling Class or the Holder of this
Class C Note (or any one or more Predecessor Notes) shall be conclusive and binding on such Holder and on all future Holders of
this Class C Note and of any Class C Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof
whether or not notation of such consent or waiver is made upon this Class C Note.


 




    	Ex. C-6



    	 



    

 


The term “Issuer”,
as used in this Note, includes any successor to the Issuer under the Indenture.


 


The Indenture permits
the Issuer, under certain circumstances, to consolidate or merge with or into another Person, subject to the rights of the Indenture
Trustee and the Holders of Notes under the Indenture.


 


The Notes are issuable
only in registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth.


 


This Class C Note and
the Indenture shall be construed in accordance with the laws of the State of New York, and the obligations, rights and remedies
of the parties hereunder and thereunder shall be determined in accordance with such laws without giving effect to the conflicts
of laws provisions thereof which may require the application of the laws of any other jurisdiction (other than Section 5-1401 of
the New York General Obligations Law).


 


No reference herein
to the Indenture, and no provision of this Note or of the Indenture, shall alter or impair the obligation of the Issuer, which
is absolute and unconditional, to pay the principal of and interest on this Class C Note at the times, place and rate, and in the
coin or currency, herein prescribed.


 


Anything herein to
the contrary notwithstanding, except as expressly provided in the Transaction Documents, none of Wells Fargo Bank, National Association,
in its individual capacity, U.S. Bank Trust National Association, in its individual capacity, any holder of a beneficial interest
in the Issuer, or any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns
shall be personally liable for, nor shall recourse be had to any of them for, the payment of principal of or interest on this Class
C Note or the performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in the Indenture.
The Holder of this Note, by its acceptance hereof, agrees that, except as expressly provided in the Transaction Documents, in the
case of an Event of Default under the Indenture, the Holder shall have no claim against any of the foregoing for any deficiency,
loss or claim resulting therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, or enforcement
against, the assets of the Issuer for any and all liabilities, obligations and undertakings contained in the Indenture or in this
Class C Note.


 




    	Ex. C-7



    	 



    

  


ASSIGNMENT


 


SOCIAL SECURITY NUMBER


OR OTHER IDENTIFICATION


NUMBER OF ASSIGNEE: ________________


 


FOR VALUE RECEIVED, the undersigned hereby
sells, assigns and transfers unto _________________________________________________________________________


 


 



 


(name and address of assignee)


 


the within Note and all rights thereunder,
and hereby irrevocably constitutes and appoints ________________________, attorney, to transfer said Note on the Note Register,
with full power of substitution in the premises.


Dated:


 


	 	________________________________________*/
	 	 
	 	Signature Guaranteed:
	 	 
	 	________________________________________*/


 


*/       NOTICE: The signature to this assignment
must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without
alteration, enlargement or any change whatsoever. Such signature must be guaranteed by an “eligible guarantor institution”
meeting the requirements of the Note Registrar.


 




    	Ex. C-8



    	 



    

 


Exhibit D


Form of Class D Note


 


UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


THE PRINCIPAL OF THIS NOTE IS PAYABLE AS SET FORTH IN THE INDENTURE
(AS DEFINED BELOW). THE OUTSTANDING PRINCIPAL BALANCE OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.


 


	REGISTERED	$[_________]
	 	 
	NO. R-[___]	CUSIP NO. 143127AG3


 


CARMAX AUTO OWNER TRUST 2015-2


 


3.04% CLASS D ASSET-BACKED NOTE


 


CarMax Auto Owner Trust
2015-2, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuer”),
for value received, hereby promises to pay to Cede & Co., or its registered assigns, the principal sum of [                        ]
DOLLARS payable on each Distribution Date in an amount equal to the aggregate amount, if any, payable from the Note Payment Account
in respect of principal on the Class D Notes pursuant to Section 2.8 of the Indenture dated as of May 1, 2015 (as amended, supplemented
or otherwise modified and in effect from time to time, the “Indenture”) between the Issuer and Wells Fargo Bank,
National Association, a national banking association, as Indenture Trustee (in such capacity, the “Indenture Trustee”);
provided, however, that principal of this Class D Note will not be due and payable until the Class A-1 Notes, the
Class A-2a Notes, the Class A-2b Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes and the Class C Notes have
been paid in full; and, provided further, that, if not paid prior to such date, the unpaid principal amount of this
Class D Note shall be due and payable on the earlier of the November 15, 2021 Distribution Date (the “Class D Final Distribution
Date”) and the Redemption Date, if any, pursuant to Section 10.1 of the Indenture. Capitalized terms used but not defined
herein are defined in Article I of the Indenture, which also contains rules as to construction that shall be applicable hereto.


 




    	Ex. D-1



    	 



    

 


The Issuer shall pay
interest on this Class D Note at the rate per annum shown above on each Distribution Date, until the principal of this Class D
Note is paid or made available for payment, on the principal amount of this Class D Note outstanding on the preceding Distribution
Date (after giving effect to all payments of principal made on such preceding Distribution Date), subject to certain limitations
contained in Section 3.1 of the Indenture. Interest on this Class D Note shall accrue for each Distribution Date from and including
the 15th day of the preceding month (or, in the case of the initial Distribution Date or if no interest has been paid, from and
including the Closing Date) to but excluding the 15th day of the month in which such Distribution Date occurs. Interest shall be
computed on the basis of a 360-day year consisting of twelve 30-day months. Interest on this Class D Note on each Distribution
Date shall equal one-twelfth of the product of (i) the rate per annum shown above and (ii) the principal amount of this Class D
Note outstanding on the preceding Distribution Date (after giving effect to all payments of principal made on such preceding Distribution
Date); provided, however, that the interest payable on this Class D Note on June 15, 2015 shall equal $84,998.40.
The principal of and interest on this Class D Note shall be paid in the manner specified on the reverse hereof.


 


“Distribution
Date” means the 15th day of each month or, if such 15th day is not a Business Day, the following Business Day, commencing
on June 15, 2015.


 


The principal of and
interest on this Class D Note are payable in such coin or currency of the United States as at the time of payment is legal tender
for payment of public and private debts. All payments made by the Issuer with respect to this Class D Note shall be applied first
to interest due and payable on this Class D Note as provided above and then to the unpaid principal of this Class D Note.


 


Reference is hereby
made to the further provisions of this Class D Note set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if fully set forth on the face of this Class D Note.


 


Unless the certificate
of authentication hereon has been executed by an authorized officer of the Indenture Trustee, by manual or facsimile signature,
this Class D Note shall not entitle the Holder hereof to any benefit under the Indenture or be valid for any purpose.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


 




    	Ex. D-2



    	 



    

  


IN WITNESS WHEREOF, the Issuer has caused
this Class D Note to be duly executed as of the date set forth below.


 


Dated: May 13, 2015


 


	 	CARMAX AUTO OWNER TRUST 2015-2
	 	 	 
	 	By:	U.S. BANK TRUST NATIONAL ASSOCIATION, 
	 	 	not in its individual capacity but solely as Owner Trustee


 


	 	By:  	 
	 	Name:
	 	Title:


 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


This is one of the
Class D Notes designated above and referred to in the within-mentioned Indenture.


 


Dated: May 13, 2015


 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as Indenture Trustee
	 	 	 
	 	By:	 
	 	Name:
	 	Title:





 






    	Ex. D-3



    	 



    




 


[REVERSE OF CLASS D
NOTE]


 


This Class D Note is
one of a duly authorized issue of Notes of the Issuer, designated as its 3.04% Class D Asset-backed Notes, which, together with
the 0.35000% Class A-1 Asset-backed Notes, the 0.82% Class A-2a Asset-backed Notes, the LIBOR + 0.28% Class A-2b Asset-backed Notes,
the 1.37% Class A-3 Asset-backed Notes, the 1.80% Class A-4 Asset-backed Notes, the 2.15% Class B Asset-backed Notes and the 2.39%
Class C Asset-backed Notes (collectively, the “Notes”), are issued under the Indenture, to which Indenture and
all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder
of the Issuer, the Indenture Trustee and the Holders of the Notes. The Notes are subject to all terms of the Indenture.


 


The Class D Notes are
and shall be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture. The Class
D Notes are subordinated to the Class A-1 Notes, the Class A-2a Notes, the Class A-2b Notes, the Class A-3 Notes, the Class A-4
Notes, the Class B Notes and the Class C Notes to the extent set forth in the Indenture and the Sale and Servicing Agreement.


 


As described above,
the entire unpaid principal amount of this Class D Note shall be due and payable on the earlier of the Class D Final Distribution
Date and the Redemption Date, if any, pursuant to Section 10.1 of the Indenture. Notwithstanding the foregoing, the entire unpaid
principal amount of the Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall be due
and payable on the date on which an Event of Default shall have occurred and be continuing if the Indenture Trustee or the Holders
of Notes evidencing not less than 51% of the Note Balance of the Controlling Class have declared the Notes to be immediately due
and payable in the manner provided in Section 5.2 of the Indenture. All principal payments on the Class D Notes shall be made pro
rata to the Holders entitled thereto if the Notes have been declared immediately due and payable.


 


Payments of interest
on this Class D Note due and payable on any Distribution Date, together with the installment of principal, if any, due and payable
on such Distribution Date, to the extent not in full payment of this Class D Note, shall be made by check mailed to the Person
whose name appears as the Holder of this Class D Note (or one or more Predecessor Notes) on the Note Register as of the close of
business on the Record Date preceding such Distribution Date or by wire transfer in immediately available funds to the account
designated in writing to the Indenture Trustee by such Person at least five (5) Business Days prior to the related Record Date,
except that with respect to Class D Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially,
such nominee to be Cede & Co.), payments will be made by wire transfer in immediately available funds to the account designated
by such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the
Note Register as of such Record Date without requiring that this Class D Note be submitted for notation of payment. Any reduction
in the principal amount of this Class D Note (or any one or more Predecessor Notes) effected by any payments made on any Distribution
Date shall be binding upon all future Holders of this Class D Note and of any Class D Note issued upon the registration of transfer
hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided
in the Indenture, for payment in full of the then remaining unpaid principal amount of this Class D Note on a Distribution Date,
then the Indenture Trustee, in the name of and on behalf of the Issuer, shall notify the Person who was the Holder hereof as of
the Record Date preceding such Distribution Date by notice mailed or transmitted by facsimile prior to such Distribution Date,
and the amount then due and payable shall be payable only upon presentation and surrender of this Class D Note at the Indenture
Trustee’s Corporate Trust Office or at the office of the Indenture Trustee’s agent appointed for such purposes located
in the Borough of Manhattan, The City of New York.


 




    	Ex. D-4



    	 



    

 


The Issuer shall pay
interest on overdue installments of interest at the Class D Rate to the extent lawful.


 


As provided in the
Indenture, the Notes may be redeemed, in whole but not in part, in the manner and to the extent described in the Indenture and
the Sale and Servicing Agreement.


 


As provided in the
Indenture, and subject to certain limitations set forth therein, the transfer of this Class D Note may be registered on the Note
Register upon surrender of this Class D Note for registration of transfer at the office or agency designated by the Issuer pursuant
to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee
duly executed by, the Holder hereof or such Holder’s attorney duly authorized in writing, with such signature guaranteed
by an “eligible guarantor institution” meeting the requirements of the Note Registrar, and thereupon one or more new
Class D Notes in any authorized denomination and in the same aggregate principal amount will be issued to the designated transferee
or transferees. No service charge will be charged for any registration of transfer or exchange of this Class D Note, but the transferor
may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any
such registration of transfer or exchange.


 


Each Noteholder or
Note Owner, by its acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees
that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer or the Indenture Trustee on
the Notes or under the Indenture or any certificate or other writing delivered in connection therewith against (i) the Indenture
Trustee or the Owner Trustee, each in its individual capacity, (ii) any holder of a beneficial interest in the Issuer or (iii)
any partner, owner, beneficiary, agent, officer, director or employee of the Indenture Trustee or the Owner Trustee, each in its
individual capacity, or any holder of a beneficial interest in the Issuer, the Owner Trustee or the Indenture Trustee or any successor
or assign of the Indenture Trustee or the Owner Trustee, each in its individual capacity, except as any such Person may have expressly
agreed and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law,
for any unpaid consideration for stock, unpaid capital contribution for stock, unpaid capital contribution or failure to pay any
installment or call owing to such entity.


 


Each Noteholder or
Note Owner, by its acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees
that such Noteholder or Note Owner shall not at any time institute against the Depositor or the Issuer, or join in any institution
against the Depositor or the Issuer of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under
any United States federal or State bankruptcy or similar law in connection with any obligations relating to the Notes, the Certificates,
the Indenture or any of the other Transaction Documents.


 




    	Ex. D-5



    	 



    

 


Each Noteholder or
Note Owner, by its acceptance of this Note or, in the case of a Note Owner, a beneficial interest in this Note, represents and
warrants that either (a) it is not acquiring the Note (or an interest therein) with the plan assets of any (i) “employee
benefit plan” (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”))
subject to the fiduciary requirements of ERISA, (ii) “plan” described in Section 4975(e)(1) of the Code, including
individual retirement accounts and Keogh plans, that is subject to the provisions of Section 4975 of the Code, or (iii) employee
benefit plan or arrangement not subject to Title I of ERISA or Section 4975 of the Code; or (b) the acquisition and holding of
the Note will not constitute or result in a non-exempt “prohibited transaction” under Section 406 of ERISA or Section
4975 of the Code or a violation of any substantially similar applicable law.


 


Each Noteholder or
Note Owner, by its acceptance of this Note or, in the case of a Note Owner, a beneficial interest in this Note, agrees to provide
to the Indenture Trustee, any Paying Agent or the Issuer, upon its request, the Noteholder Tax Identification Information and,
to the extent FATCA Withholding Tax is applicable, the Noteholder FATCA Information. In addition, each Noteholder or Note Owner,
by its acceptance of this Note or, in the case of a Note Owner, a beneficial interest in this Note, agrees that the Indenture Trustee
has the right to withhold any amounts of interest (properly withholdable under law and without any corresponding gross-up) payable
to a Noteholder or holder of an interest in a Note that fails to comply with the requirements of the preceding sentence.


 


The Issuer has entered
into the Indenture and this Class D Note is issued with the intention that, for federal, State and local income, and franchise
tax purposes, the Notes will qualify as indebtedness of the Issuer secured by the Trust Estate. Each Noteholder or Note Owner,
by its acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, agrees to treat the Notes for federal,
State and local income, single business and franchise tax purposes as indebtedness of the Issuer.


 


Prior to the due presentment
for registration of transfer of this Class D Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture
Trustee may treat the Person in whose name this Class D Note (as of the day of determination or as of such other date as may be
specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Class D Note shall be overdue,
and none of the Issuer, the Indenture Trustee or any such agent shall be affected by notice to the contrary.


 


The Indenture permits
the Owner Trustee, on behalf of the Issuer, and the Indenture Trustee, with certain exceptions therein provided, to amend or waive
from time to time certain terms and conditions set forth in the Indenture without the consent of the Holders of the Notes. The
Indenture also permits the Owner Trustee, on behalf of the Issuer, and the Indenture Trustee, with certain exceptions as therein
provided, to amend or waive from time to time certain terms and conditions set forth in the Indenture with the consent of the Holders
of Notes evidencing not less than 51% of the Note Balance of the Controlling Class. The Indenture also permits the Holders of Notes
evidencing not less than 51% of the Note Balance of the Controlling Class, on behalf of the Holders of all the Notes, to waive
compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences.
Any such consent or waiver by the Holders of not less than 51% of the Note Balance of the Controlling Class or the Holder of this
Class D Note (or any one or more Predecessor Notes) shall be conclusive and binding on such Holder and on all future Holders of
this Class D Note and of any Class D Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof
whether or not notation of such consent or waiver is made upon this Class D Note.


 




    	Ex. D-6



    	 



    

 


The term “Issuer”,
as used in this Note, includes any successor to the Issuer under the Indenture.


 


The Indenture permits
the Issuer, under certain circumstances, to consolidate or merge with or into another Person, subject to the rights of the Indenture
Trustee and the Holders of Notes under the Indenture.


 


The Notes are issuable
only in registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth.


 


This
Class D Note and the Indenture shall be construed in accordance with the laws of the State of New York, and the obligations, rights
and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws without giving effect to
the conflicts of laws provisions thereof which may require the application of the laws of any other jurisdiction (other than Section
5-1401 of the New York General Obligations Law).


 


No reference herein
to the Indenture, and no provision of this Note or of the Indenture, shall alter or impair the obligation of the Issuer, which
is absolute and unconditional, to pay the principal of and interest on this Class D Note at the times, place and rate, and in the
coin or currency, herein prescribed.


 


Anything herein to
the contrary notwithstanding, except as expressly provided in the Transaction Documents, none of Wells Fargo Bank, National Association,
in its individual capacity, U.S. Bank Trust National Association, in its individual capacity, any holder of a beneficial interest
in the Issuer, or any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns
shall be personally liable for, nor shall recourse be had to any of them for, the payment of principal of or interest on this Class
D Note or the performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in the Indenture.
The Holder of this Note, by its acceptance hereof, agrees that, except as expressly provided in the Transaction Documents, in the
case of an Event of Default under the Indenture, the Holder shall have no claim against any of the foregoing for any deficiency,
loss or claim resulting therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, or enforcement
against, the assets of the Issuer for any and all liabilities, obligations and undertakings contained in the Indenture or in this
Class D Note.


 




    	Ex. D-7



    	 



    




 


ASSIGNMENT


 


SOCIAL SECURITY NUMBER


OR OTHER IDENTIFICATION


NUMBER OF ASSIGNEE: ________________


 


FOR VALUE RECEIVED, the undersigned hereby
sells, assigns and transfers unto _________________________________________________________________________


 





 



 


(name and address of assignee)


 


the within Note and all rights thereunder,
and hereby irrevocably constitutes and appoints ________________________, attorney, to transfer said Note on the Note Register,
with full power of substitution in the premises.


Dated:


 


	 	________________________________________*/
	 	 
	 	Signature Guaranteed:
	 	 
	 	________________________________________*/


 


*/     NOTICE:
The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within
Note in every particular, without alteration, enlargement or any change whatsoever. Such signature must be guaranteed by an “eligible
guarantor institution” meeting the requirements of the Note Registrar.


 




    	Ex. D-8



    	 



    

 


Exhibit E


 


Form of Opinion of Counsel


 


		1.	Pursuant to Sections 18-201(a), 18-204 and 18-206 of the Delaware Limited Liability Company Act,
the Secretary of State of the State of Delaware is required to maintain a public record showing limited liability companies that
have been organized. Pursuant to Section 3810, Section 3811 and Section 3812 of the Delaware Statutory Trust Act, the Secretary
of State of the State of Delaware is required to maintain a public record showing statutory trusts that have been formed. Based
solely on our review of (i) the Delaware Limited Liability Company Act as found in “Corporation: Covering Corporation Practice,
Procedure, Law - Aspen Law & Business,” as supplemented through ________ __, 20__; (ii) the Delaware Statutory Trust
Act as found in “Delaware Code Annotated, Volume 7A, 2007 Volume - Michie;” and (iii) as to each of CarMax, the Depositor
and the Issuing Entity’s existence in the State of Delaware, a copy of the certificate of formation of each of CarMax and
the Depositor and a copy of the certificate of trust of the Issuing Entity, each as supplied to us by the Secretary of State of
the State of Delaware, each of CarMax, the Depositor and the Issuing Entity is a registered organization (as such term is defined
in the New York UCC) formed under the laws of the State of Delaware. For the purposes of this opinion, we have assumed that each
of CarMax, the Depositor and the Issuing Entity is organized solely under the laws of the State of Delaware. Each of CarMax, the
Depositor and the Issuing Entity is, therefore, located, for purposes of Article 9 of the New York UCC, in the State of Delaware
and the local law of Delaware governs perfection by the filing of a financing statement of a nonpossessory security interest in
the Receivables granted by CarMax, the Depositor and the Issuing Entity.



 


		2.	Assuming the Receivables are created under, and are evidenced solely by, retail installment sale
contracts in the form attached to the Receivables Purchase Agreement as Exhibit B, and assuming they are completed in their
entirety and executed and there is nothing that would prevent them from being enforceable, then the Receivables will constitute
“tangible chattel paper” as such term is defined in Article 9 of the New York UCC.



 


		3.	When each of the Receivables Purchase Agreement and the First Step Bill of Sale has been duly executed
and delivered by all parties thereto and when value has been given as provided in Section 9-203(b)(1) of the New York UCC with
respect to the Receivables, the Depositor will have a valid and enforceable security interest in such Receivables and identifiable
cash proceeds thereof. When, in addition to the foregoing, the First Step Financing Statement has been duly filed in the office
of the Secretary of State of the State of Delaware, the security interest in favor of the Depositor in such Receivables and identifiable
cash proceeds thereof will be perfected.



 


		4.	When each of the Receivables Purchase Agreement, the First Step Bill of Sale and the Sale and Servicing
Agreement has been duly executed and delivered by all parties thereto and when value has been given as provided in Section 9-203(b)(1)
of the New York UCC with respect to the Receivables, the Issuing Entity will have a valid and enforceable security interest in
such Receivables and the identifiable cash proceeds thereof. When, in addition to the foregoing, each of the First Step Financing
Statement and the Second Step Financing Statement has been duly filed in the office of the Secretary of State of the State of Delaware,
the security interest in favor of the Issuing Entity in such Receivables and identifiable cash proceeds thereof will be perfected.



 




    	Ex. E-1



    	 



    

 


		5.	When each of the Basic Documents has been duly executed and delivered by all parties thereto and
when value has been given as provided in Section 9-203(b)(1) of the New York UCC with respect to the Receivables, the Indenture
Trustee will have a valid and enforceable security interest in such Receivables and the identifiable cash proceeds thereof. When,
in addition to the foregoing, all of the Financing Statements have been duly filed in the office of the Secretary of State of the
State of Delaware, the security interest in favor of the Indenture Trustee in such Receivables and identifiable cash proceeds thereof
will be perfected.



 


		6.	Under the New York UCC, a nonpossessory security interest in tangible chattel paper can be perfected
by the filing of a financing statement only in the jurisdiction where the debtor is located. Because each of CarMax, the Depositor
and the Issuing Entity is located in Delaware for purposes of the New York UCC, Delaware is the only jurisdiction in which a financing
statement could be filed to perfect a nonpossessory security interest in the rights of CarMax, the Depositor and the Issuing Entity
in the Receivables. Therefore, to the extent a financing statement was filed there, the office of the Secretary of State of the
State of Delaware constitutes the only filing office from which UCC Search Reports must be reviewed to determine whether another
nonpossessory security interest in the rights of CarMax, the Depositor or the Issuing Entity in the Receivables exists which was
perfected by filing. We have not reviewed any UCC search reports other than the UCC Search Reports.



 


		7.	Based solely on our review of the UCC Search Reports and assuming the Terminated Financing Statements
are duly filed in the office of the Secretary of State of the State of Delaware, the respective security interests of the Depositor,
the Issuing Entity and the Indenture Trustee in the Receivables and identifiable cash proceeds thereof are subject to no equal
or prior security interest perfected by filing a financing statement under the Delaware UCC. To the extent the Receivables constitute
“tangible chattel paper” under the New York UCC, the local law of the jurisdiction in which the Receivables are physically
located governs the effect of perfection or non-perfection and the priority of a nonpossessory security interest in the Receivables.
For purposes of our opinion, we have assumed that the UCC provisions governing the effect of perfection or non-perfection and the
priority of nonpossessory security interests in tangible chattel paper as in effect in each jurisdiction in which the Receivables
are physically located, and the interpretation of such provisions in each such jurisdiction, are identical to the corresponding
provisions and interpretations under the New York UCC.



 


		8.	When each of the Basic Documents has been duly executed and delivered by all parties thereto, and
value has been given as provided in Section 9-203(b)(1) of the New York UCC with respect to the Collection Account and the
Note Payment Account (collectively, the “Accounts”), the Indenture Trustee will have a valid and enforceable
security interest in the Accounts and the identifiable cash proceeds thereof and such security interest will be perfected under
the New York UCC. For the purposes of this opinion, we have also assumed that each Account is a “deposit account” as
defined in the New York UCC, that such Account is maintained with the Indenture Trustee and that the Indenture Trustee is a “bank”
as defined in the New York UCC. To the extent each Account constitutes a “securities account” as defined in the New
York UCC, and when each of the Financing Statements has been duly filed in the office of the Secretary of State of the State of
Delaware, the security interest of the Indenture Trustee in the Accounts and identifiable cash proceeds thereof has been perfected.



  








    	Ex. E-2