Indenture



 EXHIBIT 4.2 - INDENTURE 
  
 [EXECUTION COPY] 
  
 CARMAX AUTO OWNER TRUST 2004-2, 
 as Issuer,

  
 and 
  
 WELLS FARGO BANK, NATIONAL ASSOCIATION, 
 as Indenture Trustee 
  

  
 INDENTURE 
 Dated as of October 1, 2004 
  

  
 $111,000,000 2.02263% Class A-1 Asset-Backed Notes

 $141,000,000 2.58% Class A-2 Asset-Backed Notes 
 $115,000,000 3.00% Class A-3 Asset-Backed Notes 
 $125,200,000 3.46% Class A-4 Asset-Backed Notes 

$20,600,000 3.17% Class B Asset-Backed Notes 
 $17,900,000 3.26% Class C Asset-Backed Notes 
 $19,300,000 3.67% Class D Asset-Backed Notes 
  









 CROSS REFERENCE TABLE (1) 
  

					
	TIA
Section

	 	 	  	Indenture
Section


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



	(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 
  


					
	 	  	 	  	Page


		
	 ARTICLE I
 DEFINITIONS AND INCORPORATION BY REFERENCE
	  	 
			
	 SECTION 1.1
	  	 Definitions
	  	2
	 SECTION 1.2
	  	 Incorporation by Reference of Trust Indenture Act
	  	12
	 SECTION 1.3
	  	 Rules of Construction
	  	13
		
	 ARTICLE II
 THE NOTES
	  	 
			
	 SECTION 2.1
	  	 Form
	  	13
	 SECTION 2.2
	  	 Execution, Authentication and Delivery
	  	14
	 SECTION 2.3
	  	 Temporary Notes
	  	14
	 SECTION 2.4
	  	 Tax Treatment
	  	15
	 SECTION 2.5
	  	 Registration; Registration of Transfer and Exchange
	  	15
	 SECTION 2.6
	  	 Mutilated, Destroyed, Lost or Stolen Notes
	  	16
	 SECTION 2.7
	  	 Persons Deemed Owners
	  	17
	 SECTION 2.8
	  	 Payments
	  	18
	 SECTION 2.9
	  	 Cancellation
	  	22
	 SECTION 2.10
	  	 Release of Collateral
	  	23
	 SECTION 2.11
	  	 Book-Entry Notes
	  	23
	 SECTION 2.12
	  	 Notices to Clearing Agency
	  	24
	 SECTION 2.13
	  	 Definitive Notes
	  	24
	 SECTION 2.14
	  	 Authenticating Agents
	  	24
		
	 ARTICLE III
 COVENANTS
	  	 
			
	 SECTION 3.1
	  	 Payment of Principal and Interest
	  	25
	 SECTION 3.2
	  	 Maintenance of Office or Agency
	  	25
	 SECTION 3.3
	  	 Money for Payments To Be Held in Trust
	  	25
	 SECTION 3.4
	  	 Existence
	  	27
	 SECTION 3.5
	  	 Protection of Trust Estate
	  	27
	 SECTION 3.6
	  	 Opinions as to Trust Estate
	  	28
	 SECTION 3.7
	  	 Performance of Obligations; Servicing of Receivables
	  	28
	 SECTION 3.8
	  	 Negative Covenants
	  	30
	 SECTION 3.9
	  	 Annual Statement as to Compliance
	  	31
	 SECTION 3.10
	  	 Issuer May Consolidate, etc., Only on Certain Terms
	  	31
	 SECTION 3.11
	  	 Successor or Transferee
	  	33
	 SECTION 3.12
	  	 No Other Business
	  	33
	 SECTION 3.13
	  	 No Borrowing
	  	33
	 SECTION 3.14
	  	 Servicer’s Obligations
	  	33
	 SECTION 3.15
	  	 Guarantees, Loans, Advances and Other Liabilities
	  	33

  

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	 SECTION 3.16
	  	 Capital Expenditures
	  	33
	 SECTION 3.17
	  	 Restricted Payments
	  	33
	 SECTION 3.18
	  	 Notice of Events of Default
	  	34
	 SECTION 3.19
	  	 Removal of Administrator
	  	34
	 SECTION 3.20
	  	 Further Instruments and Acts
	  	34
		
	 ARTICLE IV
 SATISFACTION AND DISCHARGE
	  	 
			
	 SECTION 4.1
	  	 Satisfaction and Discharge of Indenture
	  	34
	 SECTION 4.2
	  	 Satisfaction, Discharge and Defeasance of the Notes
	  	35
	 SECTION 4.3
	  	 Application of Trust Money
	  	36
	 SECTION 4.4
	  	 Repayment of Monies Held by Paying Agent
	  	36
		
	 ARTICLE V
 REMEDIES
	  	 
			
	 SECTION 5.1
	  	 Events of Default
	  	36
	 SECTION 5.2
	  	 Acceleration of Maturity; Rescission and Annulment
	  	38
	 SECTION 5.3
	  	 Collection of Indebtedness and Suits for Enforcement by Indenture Trustee
	  	38
	 SECTION 5.4
	  	 Remedies; Priorities
	  	40
	 SECTION 5.5
	  	 Optional Preservation of the Receivables
	  	43
	 SECTION 5.6
	  	 Limitation of Suits
	  	43
	 SECTION 5.7
	  	 Unconditional Rights of Noteholders to Receive Principal and Interest
	  	44
	 SECTION 5.8
	  	 Restoration of Rights and Remedies
	  	44
	 SECTION 5.9
	  	 Rights and Remedies Cumulative
	  	44
	 SECTION 5.10
	  	 Delay or Omission Not a Waiver
	  	45
	 SECTION 5.11
	  	 Control by Noteholders of the Controlling Class
	  	45
	 SECTION 5.12
	  	 Waiver of Past Defaults
	  	45
	 SECTION 5.13
	  	 Undertaking for Costs
	  	46
	 SECTION 5.14
	  	 Waiver of Stay or Extension Laws
	  	46
	 SECTION 5.15
	  	 Action on Notes
	  	46
	 SECTION 5.16
	  	 Performance and Enforcement of Certain Obligations
	  	46
		
	 ARTICLE VI
 THE INDENTURE TRUSTEE
	  	 
			
	 SECTION 6.1
	  	 Duties of Indenture Trustee
	  	48
	 SECTION 6.2
	  	 Rights of Indenture Trustee
	  	49
	 SECTION 6.3
	  	 Individual Rights of Indenture Trustee
	  	50
	 SECTION 6.4
	  	 Indenture Trustee’s Disclaimer
	  	50
	 SECTION 6.5
	  	 Notice of Defaults
	  	50
	 SECTION 6.6
	  	 Reports by Indenture Trustee to Holders
	  	50
	 SECTION 6.7
	  	 Compensation and Indemnity
	  	50
	 SECTION 6.8
	  	 Replacement of Indenture Trustee
	  	51
	 SECTION 6.9
	  	 Successor Indenture Trustee by Merger
	  	52

  

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	 SECTION 6.10
	  	 Appointment of Co-Indenture Trustee or Separate Indenture Trustee
	  	52
	 SECTION 6.11
	  	 Eligibility; Disqualification
	  	54
	 SECTION 6.12
	  	 Preferential Collection of Claims Against Issuer
	  	54
	 SECTION 6.13
	  	 Sales Finance Company Licenses
	  	54
		
	 ARTICLE VII
 NOTEHOLDERS’ LISTS AND REPORTS
	  	 
			
	 SECTION 7.1
	  	 Issuer To Furnish Indenture Trustee Names and Addresses of Noteholders
	  	55
	 SECTION 7.2
	  	 Preservation of Information; Communications to Noteholders
	  	55
	 SECTION 7.3
	  	 Reports by Issuer
	  	55
	 SECTION 7.4
	  	 Reports by Indenture Trustee
	  	56
		
	 ARTICLE VIII
 ACCOUNTS, DISBURSEMENTS AND RELEASES
	  	 
			
	 SECTION 8.1
	  	 Collection of Money
	  	56
	 SECTION 8.2
	  	 Trust Accounts
	  	56
	 SECTION 8.3
	  	 General Provisions Regarding Accounts
	  	57
	 SECTION 8.4
	  	 Release of Trust Estate
	  	58
	 SECTION 8.5
	  	 Opinion of Counsel
	  	58
		
	 ARTICLE IX
 SUPPLEMENTAL INDENTURES
	  	 
			
	 SECTION 9.1
	  	 Supplemental Indentures Without Consent of Noteholders
	  	59
	 SECTION 9.2
	  	 Supplemental Indentures with Consent of Noteholders
	  	60
	 SECTION 9.3
	  	 Execution of Supplemental Indentures
	  	61
	 SECTION 9.4
	  	 Effect of Supplemental Indenture
	  	61
	 SECTION 9.5
	  	 Conformity with Trust Indenture Act
	  	62
	 SECTION 9.6
	  	 Reference in Notes to Supplemental Indentures
	  	62
		
	 ARTICLE X
 REDEMPTION OF NOTES
	  	 
			
	 SECTION 10.1
	  	 Redemption
	  	62
	 SECTION 10.2
	  	 Form of Redemption Notice
	  	63
	 SECTION 10.3
	  	 Notes Payable on Redemption Date
	  	63
		
	 ARTICLE XI
 MISCELLANEOUS
	  	 
			
	 SECTION 11.1
	  	 Compliance Certificates and Opinions, etc.
	  	63
	 SECTION 11.2
	  	 Form of Documents Delivered to Indenture Trustee
	  	65
	 SECTION 11.3
	  	 Acts of Noteholders
	  	66
	 SECTION 11.4
	  	 Notices, etc., to Indenture Trustee, Issuer and Rating Agencies
	  	66
	 SECTION 11.5
	  	 Notices to Noteholders; Waiver
	  	67

  

 iii 









					
	 SECTION 11.6
	  	 Alternate Payment and Notice Provisions
	  	67
	 SECTION 11.7
	  	 Conflict with Trust Indenture Act
	  	68
	 SECTION 11.8
	  	 Effect of Headings and Table of Contents
	  	68
	 SECTION 11.9
	  	 Successors and Assigns
	  	68
	 SECTION 11.10
	  	 Severability
	  	68
	 SECTION 11.11
	  	 Benefits of Indenture
	  	68
	 SECTION 11.12
	  	 Legal Holiday
	  	68
	 SECTION 11.13
	  	 GOVERNING LAW
	  	68
	 SECTION 11.14
	  	 Counterparts
	  	69
	 SECTION 11.15
	  	 Recording of Indenture
	  	69
	 SECTION 11.16
	  	 Trust Obligation
	  	69
	 SECTION 11.17
	  	 No Petition
	  	69
	 SECTION 11.18
	  	 Inspection
	  	69
	 SECTION 11.19
	  	 [RESERVED]
	  	70
	 SECTION 11.20
	  	 Third-Party Beneficiaries
	  	70
		
	EXHIBITS	  	 
			
	 EXHIBIT A-1
	  	 Form of Class A-1 Note
	  	 
	 EXHIBIT A-2
	  	 Form of Class A-2 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
	  	 

  

 iv 








 INDENTURE, dated as of October 1, 2004 (as amended, supplemented or otherwise modified and in effect from
time to time, this “Indenture”), between CARMAX AUTO OWNER TRUST 2004-2, 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 2.02263% Class
A-1 Asset-Backed Notes (the “Class A-1 Notes”), 2.58% Class A-2 Asset-Backed Notes (the “Class A-2 Notes”), 3.00% Class A-3 Asset-Backed Notes (the “Class A-3 Notes”), 3.46% Class A-4 Asset-Backed
Notes (the “Class A-4 Notes” and, collectively with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the “Class A Notes”), 3.17% Class B Asset-Backed Notes (the “Class B Notes”),
3.26% Class C Asset-Backed Notes (the “Class C Notes”) and 3.67% 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, 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, the Reserve Account and the Secondary 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, 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 November 15, 2004). 
  
 “Act” shall have the meaning specified in Section 11.3(a).

  
 “Administration Agreement” shall mean the
Administration Agreement, dated as of October 1, 2004, among the Administrator, the Issuer and the Indenture Trustee, as amended, supplemented or otherwise modified and in effect from time to time. 
  
 “Administrator” shall mean CarMax, or any successor
Administrator under the Administration Agreement. 
  
 “Authenticating Agent” shall have the meaning specified in Section 2.14. 
  
 “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 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. 
  

 2 








 “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, Wilmington, Delaware, Minneapolis, Minnesota, Charlotte, North Carolina or Richmond, Virginia are authorized or obligated by law, executive order or governmental decree to remain closed. 
  
 “CarMax” shall mean CarMax Auto Superstores, Inc., a
Virginia corporation, and its successors and assigns. 
  
 “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-2 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 the Class A-1 Noteholders, the Class A-2 Noteholders, the Class A-3 Noteholders and the Class A-4 Noteholders. 
  
 “Class A Principal Distributable Amount” shall mean, for any Distribution Date, the amount distributable in
respect of principal of the Class A-2 Notes, the Class A-3 Notes or the Class A-4 Notes, as applicable, on such Distribution Date which amount shall equal the excess of (i) the principal amount of the Class A Notes as of the day preceding such
Distribution Date over (ii) an amount equal to approximately 89.330872% of the amount by which the Pool Balance as of the last day of the preceding Collection Period exceeds the Overcollateralization Target Amount for such Distribution Date;
provided, however, that the Class A Principal Distributable Amount for the Class Final Distribution Date of any one or more of the Class A-2 Notes, the Class A-3 Notes or the Class A-4 Notes, as applicable, (and any subsequent
Distribution Date until the principal amount of each such Class of Class A Notes is paid in full) will not be less than the amount that is necessary to pay the outstanding principal amount of each such Class of Class A Notes (which amount shall be
applied first to each such Class of Class A Notes sequentially in order of seniority until the principal amount of such Class of Class A Notes has been paid in full). 
  
 “Class A-1 Final Distribution Date” shall mean the October 2005 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 2.02263% Class A-1 Asset-Backed Notes issued by the Issuer pursuant to this Indenture in the initial aggregate principal amount of $111,000,000. 
  
 “Class A-1 Rate” shall mean 2.02263% per annum. 

 

 3 








 “Class A-2 Final Distribution Date” shall mean the June 2007 Distribution Date.

  
 “Class A-2 Noteholder” shall mean the Person
in whose name a Class A-2 Note is registered on the Note Register. 
  
 “Class A-2 Notes” shall mean the 2.58% Class A-2 Asset-Backed Notes issued by the Issuer pursuant to this Indenture in the initial aggregate principal amount of $141,000,000. 
  
 “Class A-2 Rate” shall mean 2.58% per annum. 
  
 “Class A-3 Final Distribution Date” shall mean the September
2008 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 3.00% Class A-3 Asset-Backed Notes issued by the Issuer pursuant to this Indenture in the initial
aggregate principal amount of $115,000,000. 
  
 “Class A-3
Rate” shall mean 3.00% per annum. 
  
 “Class A-4
Final Distribution Date” shall mean the September 2011 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 3.46% Class A-4 Asset-Backed Notes issued by the Issuer pursuant to this Indenture in the initial
aggregate principal amount of $125,200,000. 
  
 “Class A-4
Rate” shall mean 3.46% per annum. 
  
 “Class B
Final Distribution Date” shall mean the September 2011 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 3.17% Class B Asset-Backed Notes issued by the Issuer pursuant to this Indenture in the initial aggregate
principal amount of $20,600,000. 
  
 “Class B Principal
Distributable Amount “ shall mean, for any Distribution Date, the amount distributable in respect of principal of the Class B Notes on such Distribution Date which amount shall equal the excess of (i) the principal amount of the Class B
Notes as of the day preceding such Distribution Date over (ii) an amount equal to approximately 3.802492% of the amount by which the Pool Balance as of the last day of the preceding Collection Period exceeds the Overcollateralization Target Amount
for such Distribution Date; provided, however, that the Class B Principal Distributable Amount for the Class B Final Distribution Date (and any 

  

 4 








 
subsequent Distribution Date until the principal amount of the Class B Notes is paid in full) will not be less than the amount that is necessary to pay the
outstanding principal amount of the Class B Notes. 
  
 “Class B Rate” shall mean 3.17% per annum. 
  
 “Class C Final Distribution Date” shall mean the September 2011 Distribution Date. 
  
 “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 3.26% Class C Asset-Backed
Notes issued by the Issuer pursuant to this Indenture in the initial aggregate principal amount of $17,900,000. 
  
 “Class C Principal Distributable Amount “ shall mean, for any Distribution Date, the amount distributable in respect of principal of the
Class C Notes on such Distribution Date which amount shall equal the excess of (i) the principal amount of the Class C Notes as of the day preceding such Distribution Date over (ii) an amount equal to approximately 3.304107% of the amount by which
the Pool Balance as of the last day of the preceding Collection Period exceeds the Overcollateralization Target Amount for such Distribution Date; provided, however, that the Class C Principal Distributable Amount for the Class C Final
Distribution Date (and any subsequent Distribution Date until the principal amount of the Class C Notes is paid in full) will not be less than the amount that is necessary to pay the outstanding principal amount of the Class C Notes. 
  
 “Class C Rate” shall mean 3.26% per annum. 
  
 “Class D Final Distribution Date” shall mean the September
2011 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 3.67% Class D Asset-Backed Notes issued by the Issuer pursuant to this Indenture in the initial aggregate principal amount of $19,300,000. 
  
 “Class D Principal Distributable Amount “ shall mean, for
any Distribution Date, the amount distributable in respect of principal of the Class D Notes on such Distribution Date which amount shall equal the excess of (i) the principal amount of the Class D Notes as of the day preceding such Distribution
Date over (ii) an amount equal to approximately 3.562529% of the amount by which the Pool Balance as of the last day of the preceding Collection Period exceeds the Overcollateralization Target Amount for such Distribution Date; provided,
however, that the Class D Principal Distributable Amount for the Class D Final Distribution Date (and any subsequent Distribution Date until the principal amount of the Class D Notes is paid in full) will not be less than the amount that is
necessary to pay the outstanding principal amount of the Class D Notes. 
  

 5 








 “Class D Rate” shall mean 3.67% per annum. 
  
 “Class Final Distribution Date” shall mean all or any of the
Class A-1 Final Distribution Date, the Class A-2 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 October 6, 2004. 
  
 “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 October 31, 2004. 
  
 “Commission” shall mean the Securities and Exchange
Commission, and its successors. 
  
 “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 as long as any Class C Notes are
outstanding and (iv) thereafter the Class D Notes as long as any Class D Notes are outstanding. 
  
 “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 Wells Fargo Center, MAC N9311-161, Sixth and Marquette, 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. 
  

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 “Delaware Trustee” shall mean The Bank of New York (Delaware), a Delaware banking
corporation, not in its individual capacity but solely as Delaware Trustee under the Trust Agreement, and any successor Delaware Trustee under the Trust Agreement. 
  
 “Depositor” shall mean CarMax Auto Funding LLC, a Delaware limited liability company, and its successors.

  
 “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 November 15, 2004. 
  
 “Event of Default” shall have the meaning specified in Section 5.1. 
  
 “Excess Collections” shall have the meaning specified in Section 2.8(a)(xiii). 
  
 “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 or limited liability company, and, with respect to any partnership, any general partner of such partnership. 
  
 “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 

  

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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. 
  
 “Issuer” shall mean CarMax Auto Owner Trust 2004-2 or any successor to CarMax Auto Owner Trust 2004-2 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. 
  
 “Maryland Code” shall mean Maryland Code Annotated, Financial Institutions §11-401 et seq. 

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

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 “Note Depository Agreement” shall mean the Letter of Representations dated October 6,
2004, among the Issuer, the Indenture Trustee 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-2 Notes, the Class A-2 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. 
  
 “Noteholders” shall mean the Class A-1 Noteholders, the
Class A-2 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-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. 
  
 “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 

  

 9 








 
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. 
  
 “Owner Trustee” shall mean
The Bank of New York, a New York banking corporation, 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 or 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 Moody’s or Standard & Poor’s; provided, however, that if Moody’s and Standard & Poor’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.

  

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 “Rating Agency Condition” shall mean, with respect to any action, that each Rating
Agency shall have been given prior notice of such action and shall have notified the Owner Trustee and the Indenture Trustee in writing that such action shall not result in a reduction or withdrawal of the then-current rating assigned by such Rating
Agency to any Class of Notes. 
  
 “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 the Secondary 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 October 1, 2004,
among the Issuer, the Depositor and the Servicer, as amended, supplemented or otherwise modified and in effect from time to time. 
  
 “Seller” shall mean CarMax, in its capacity as seller of the Receivables under the Receivables Purchase Agreement, and its successors in
such capacity. 
  
 “Servicer” shall mean CarMax,
in its capacity as servicer of the Receivables under the Sale and Servicing Agreement, and its successors in such capacity. 
  
 “Standard & Poor’s” shall mean Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., and
its successors. 
  
 “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 

  

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Administration Agreement, the Note Depository Agreement and the other documents and certificates delivered in connection therewith, in each case as amended,
supplemented or otherwise modified and in effect from time to time. 
  
 “Trust Accounts” shall mean the Collection Account, the Note Payment Account, the Certificate Payment Account, the Reserve Account and the Secondary Reserve Account. 
  
 “Trust Agreement” shall mean the Amended and Restated Trust
Agreement, dated as of October 1, 2004, among the Depositor, the Delaware Trustee and the Owner Trustee, as amended, supplemented or otherwise modified and in effect from time to time. 
  
 “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.
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: 
  
 “Indenture securities” shall mean the Notes. 
  
 “Indenture security holder” shall mean a Noteholder.

  
 “Indenture to be qualified” shall mean this
Indenture. 
  
 “Indenture trustee” or
“Institutional trustee” shall mean the Indenture Trustee. 
  
 “Obligor on the indenture securities” shall mean the Issuer and any other obligor on the Notes. 
  
 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. 
  

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 SECTION 1.3 Rules of Construction. 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; 
  
 (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 permitted successors and 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-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,
together with the Indenture Trustee’s certificates of authentication, shall be substantially in the form set forth in Exhibit A-1, Exhibit A-2, 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. 
  

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 (c) Each Note shall be dated the date of its authentication. The terms of the Notes set forth in Exhibits
A-1 through A-4, Exhibit B, Exhibit C and Exhibit D are part of the terms of this Indenture and are incorporated herein by reference. 
  
 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 $111,000,000, the Class A-2 Notes for original issue in an aggregate principal amount of
$141,000,000, the Class A-3 Notes for original issue in an aggregate principal amount of $115,000,000, the Class A-4 Notes for original issue in an aggregate principal amount of $125,200,000, the Class B Notes for original issue in an aggregate
principal amount of $20,600,000, the Class C Notes for original issue in an aggregate principal amount of $17,900,000 and the Class D Notes for original issue in an aggregate principal amount of $19,300,000. The aggregate principal amounts of Class
A-1 Notes, Class A-2 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 $1,000 and integral multiples 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 

  

 14 








 
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. 
  
 SECTION 2.4 Tax Treatment. 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. 
  
 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. 
  
 (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 

  

 15 








 
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 Issuer 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 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 to whom a Note is transferred will be required
to represent, in the case of a Definitive Note, or deemed to represent in the case of a Book-Entry Note, that (A) such Person is not an employee benefit plan, as described in Section 3(3) of ERISA, or a plan, as defined in Section 4975(e)(1) if the
Code, that is subject to Title I of ERISA or to Section 4975 of the Code, a government plan subject to any state or local law similar to Title I of ERISA or Section 4975 of the Code, or a Person investing on behalf of or with “plan assets”
of such a plan, or (B) the Person’s acquisition, holding and disposition of such Note are and will be eligible for relief under a prohibited transaction exemption. 
  
 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 

  

 16 








 
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. 
  
 (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. 
  

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 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 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) 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; 
  
 (iii) to the Note Payment Account, for payment of principal of the Notes in the priority set forth in Section 2.8(b), the Priority Principal Distributable Amount, if any, for such Distribution Date; 
  
 (iv) 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; 
  
 (v) to the Note Payment Account, for payment of principal of the Notes in the priority set forth in Section 2.8(b), the Secondary
Principal Distributable Amount, if any, for such Distribution Date; 
  
 (vi) 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; 
  
 (vii) to the Note Payment Account, for payment of principal of the Notes in the priority set forth in
Section 2.8(b), the Tertiary Principal Distributable Amount, if any, for such Distribution Date; 
  
 (viii) 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; 
  
 (ix) to the Secondary
Reserve Account, the Secondary Reserve Account Deficiency, if any, for such Distribution Date; 
  
 (x) to the Reserve Account, the Reserve Account Deficiency, if any, for such Distribution Date; 
  
 (xi) to the Note Payment Account, for payment of principal
of the Notes in the priority set forth in Section 2.8(b), the Regular Principal Distributable Amount, if any, for such Distribution Date; 
  

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 (xii) if a Successor Servicer has been appointed 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 8.1(a) of the Sale and Servicing Agreement plus the Additional Servicing Fee, if any, for
the preceding Collection Period; and 
  
 (xiii)
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”). 
  
 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). 
  
 If the amount on deposit in the Note Payment Account (including any portion of the Reserve Account Draw Amount and any portion of the Secondary Reserve
Account Draw Amount) on any Distribution Date is less than the amount described in clause (ii) 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. 
  
 (b) 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 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 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 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) following payment in full of the Class A-1 Notes, sequentially to the remaining Class A Noteholders, the Class A Principal Distributable Amount for such Distribution Date (applying such Class A Principal Distributable Amount first to
the Class A-2 Noteholders until the principal amount of the Class A-2 Notes has been paid in full, then to the Class A-3 Noteholders until the principal amount of the Class A-3 Notes has been paid in full and then to the Class A-4 Noteholders until
the principal amount of 

  

 19 









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


  
 (iii) following payment in full of the Class A-1 Notes, to
the Class B Noteholders, the Class B Principal Distributable Amount for such Distribution Date until the principal amount of the Class B Notes has been paid in full; 
  
 (iv) following payment in full of the Class A-1 Notes, to the Class C Noteholders, the Class C Principal
Distributable Amount for such Distribution Date until the principal amount of the Class C Notes has been paid in full; and 
  
 (v) following payment in full of the Class A-1 Notes, to the Class D Noteholders, the Class D Principal Distributable Amount for such
Distribution Date until the principal amount of the Class D Notes has been paid in full. 
  
 (c) 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-2 Notes, to the extent
not previously paid, shall be due and payable on the Class A-2 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. 
  
 (d) The Class A-1 Notes, 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 shall accrue interest during each Accrual Period at the Class A-1 Rate, the Class A-2 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 shall be calculated on the basis of
the actual number of days elapsed and a 360-day year. Interest on 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 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; 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 nominee, 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 (b)), which shall be payable as provided below. The funds represented by any such 

  

 20 








 
checks returned undelivered shall be held in accordance with Section 3.3. The Indenture Trustee 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. 
  
 (e) 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. 
  
 (f) 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 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. 
  
 (g) The Indenture Trustee 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. 
  
 (h) The Indenture Trustee shall transfer amounts from the Secondary Reserve Account and deposit amounts transferred from the Secondary Reserve Account, in
each case at 

  

 21 








 
the written direction of the Servicer and on behalf of the Noteholders, in accordance with the Sale and Servicing Agreement. 
  
 (i) 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 and after application of Available Funds for such Distribution Date pursuant to Section 2.8(a), the Indenture
Trustee shall apply the Secondary Reserve Account Draw Amount for such Distribution Date to make the following payments and deposits in the following order of priority: 
  
 (i) to the Note Payment Account, for payment of interest on each Class of the Class A Notes, the portion, if
any, of the Total Note Interest for any Class of the Class A Notes for such Distribution Date not paid in full through the application of Available Funds on such Distribution Date; 
  
 (ii) if such Distribution Date is on or after the Class Final Distribution Date for any Class of the Class A
Notes, to the Note Payment Account for payment of principal of the Notes in the priority set forth in Section 2.8(b), the amount necessary to reduce the outstanding principal amount of that Class of the Class A Notes to zero; 
  
 (iii) to the Note Payment Account, for payment of interest
on the Class B Notes, the portion, if any, of the Total Note Interest for the Class B Notes for such Distribution Date not paid in full through the application of Available Funds on such Distribution Date; 
  
 (iv) if such Distribution Date is on or after the Class B
Final Distribution Date, to the Note Payment Account for payment of principal of the Notes in the priority set forth in Section 2.8(b), the amount necessary to reduce the outstanding principal amount of the Class B Notes to zero; 
  
 (v) to the Note Payment Account, for payment of interest on
the Class C Notes, the portion, if any, of the Total Note Interest for the Class C Notes for such Distribution Date not paid in full through the application of Available Funds on such Distribution Date; 
  
 (vi) if such Distribution Date is on or after the Class C
Final Distribution Date, to the Note Payment Account for payment of principal of the Notes in the priority set forth in Section 2.8(b), the amount necessary to reduce the outstanding principal amount of the Class C Notes to zero; and 
  
 (vii) to the Note Payment Account, for payment of interest
on the Class D Notes, the portion, if any, of the Total Note Interest for the Class D Notes for such Distribution Date not paid in full through the application of Available Funds on such Distribution Date. 
  
 SECTION 2.9 Cancellation. All Notes surrendered for payment,
registration of transfer, exchange or redemption in whole pursuant to Section 10.1(a) or (b) shall, if surrendered to any Person other than the Indenture Trustee, be delivered to the Indenture Trustee 

  

 22 








 
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. 
  
 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 the 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 registered initially 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 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 

  

 23 









	 	 
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 


  
 (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. 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 Sections 2.2, 2.3, 2.5 and 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 

  

 24 








 
Agent pursuant to this Section 2.14 shall be deemed to be the authentication of Notes “by the Indenture Trustee”. 
  
 Any corporation into which any Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation 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 corporation. 
  
 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.

  
 The Administrator agrees to pay to each Authenticating Agent
from time to time reasonable compensation for its services. The provisions of Sections 2.9 and 6.4 shall be applicable to any Authenticating Agent. 
  
 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 Trust Accounts shall be made on behalf of the Issuer by the Indenture Trustee or by another Paying Agent, and no 

  

 25 








 
amounts so withdrawn from the 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; 
  
 (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 

  

 26 








 
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). 
  
 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. 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. 
  
 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. 
  

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 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. 
  
 (b) On or before March 31 of each year (commencing with the year 2005), 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 and the Rating Agencies 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 

  

 28 








 
Servicing Agreement with respect to the Receivables, the Issuer shall take all reasonable steps available to it to remedy such failure. 
  
 (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 and 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 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, 

  

 29 








 
the Indenture Trustee 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. If any Notes are Outstanding, the
Issuer shall not: 
  
 (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, 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. On or before May 31 of each year (commencing with
the year 2005), 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 2005, during the period beginning on the Closing Date and ending on February 28, 2005) 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 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 2005, during the period beginning on the Closing Date and ending on February 28, 2005) 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; 
  
 (v) any action that is necessary to maintain the lien and
security interest created by this Indenture shall have been taken; and 
  

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 (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; 
  
 (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; 
  
 (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). 
  

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 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 2004-2 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 2004-2 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 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. 
  

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, 

  

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directly or indirectly, make payments to or distributions from the Collection Account, the Note Payment Account, the Certificate Payment Account, the Reserve
Account or the Secondary 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 and the Rating Agencies 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. 
  
 ARTICLE IV 
 SATISFACTION AND DISCHARGE 
  
 SECTION 4.1 Satisfaction and Discharge of Indenture. 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) Sections 3.3, 3.4, 3.5, 3.8, 3.10, 3.12, 3.13, 3.16 and 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: 
  
 (A) either 
  
 (1) 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 
  
 (2) 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, 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 

  

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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; 


  
 (B) the Issuer
has paid or caused to be paid all other sums payable by the Issuer hereunder and under the other Transaction Documents; 
  
 (C) the Issuer has delivered to the Depositor and the Indenture Trustee an Officer’s Certificate, an Opinion of Counsel and (if required by the TIA
or the Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.1(a) and, subject to Section 11.2, each stating that all conditions precedent provided for in
this Indenture relating to the satisfaction and discharge of this Indenture have been complied with; and 
  
 (D) the Issuer has delivered to the Depositor and the Indenture Trustee an Opinion of Counsel to the effect that the satisfaction and discharge of this
Indenture pursuant to this Section 4.1 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. 
  
 SECTION 4.2 Satisfaction, Discharge and Defeasance of the Notes. 
  
 (a) Upon satisfaction of the conditions set forth in subsection (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: 
  
 (i) the rights of the Noteholders to receive, from the trust funds described in subsection (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 Sections 2.5, 2.6, 3.2 and 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 subsection (a) of this Section 4.2 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 

  

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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 
  
 (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. “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, 

  

 36 








 
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) 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) default in the observance or
performance of any material 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;

  
 (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 

  

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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. 
  
 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. 
  
 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 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 and the Indenture Trustee, 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. 
  
 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 

  

 38 








 
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. 
  
 (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; 
  

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 (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 
  
 (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; 
  
 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): 
  
 (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 

  

 40 








 
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 shall pay out such money or property (and other amounts, including all amounts held on deposit in the Reserve Account and all amounts held on deposit in the Secondary Reserve Account; provided,
however, that no amounts held on deposit in the Secondary Reserve Account shall be paid out pursuant to clause (i) below) 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; 
  
 (ii) second, on a pro rata basis, to the Class A Noteholders, the Total Note Interest for each Class of the Class A Notes; 
  
 (iii) third, 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; 
  

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

 42 








 (H) to the Class D Noteholders, until the principal amount of the Class D Notes has been
paid in full; 
  
 (v) fifth, if a Successor
Servicer has been appointed 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 8.1(a) of the Sale and
Servicing Agreement plus the Additional Servicing Fee, if any, for the preceding Collection Period; 
  
 (vi) sixth, 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 
  
 (vii) seventh, to
the Certificateholders, any remaining amounts. 
  
 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. 
  
 (c) 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. 
  
 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. 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 

  

 43 








 
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. 
  
 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. 
  
 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 

  

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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. 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; 
  
 (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. 
  
 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 

  

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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). 
  
 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 

  

 46 








 
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. 
  
 (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. 
  

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 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. 
  
 (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 

  

 48 








 
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 (1) a Responsible
Officer shall have actual knowledge of such Event of Default or (2) written notice of such Event of Default shall have been given to the Indenture Trustee in accordance with the provisions of this Indenture. 
  
 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, 

  

 49 








 
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. 
  
 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 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 

  

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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. 
  
 (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(v) or (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 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 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. 
  
 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. 
  

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 (b) Any successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring
Indenture Trustee, the Issuer 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. 
  
 (c) 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. 
  
 (d) 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 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, 

  

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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: 
  
 (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. 
  

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 SECTION 6.11 Eligibility; Disqualification. 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 of
investment grade by each of the Rating Agencies or shall otherwise be acceptable to each of the Rating Agencies. The Indenture Trustee shall comply with TIA Section 310(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). 
  
 In the case of the appointment pursuant to this Section 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 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. 
  

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 ARTICLE VII 
 NOTEHOLDERS’ LISTS AND REPORTS 
  
 SECTION 7.1 Issuer To Furnish Indenture Trustee Names and Addresses of Noteholders. 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 so long as the Indenture Trustee is the Note Registrar or the
Notes are 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 
  
 (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 

  

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clauses (i) and (ii) of this Section 7.3(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, 2005, 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.

  
 (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 

  

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(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) 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 Secondary Reserve Account as provided in
Section 4.11 of the Sale and Servicing Agreement. On each Distribution Date, upon receipt of instructions from the Servicer pursuant to Section 4.6(c) of the Sale and Servicing Agreement, the Indenture Trustee shall withdraw from the Secondary
Reserve Account and deposit in the Collection Account the Secondary Reserve Account Draw Amount for such Distribution Date. 
  
 (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(b) or (f), 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 8.4(b) only upon receipt of an Issuer Request accompanied by an Officer’s
Certificate, an Opinion of Counsel 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, in form and substance satisfactory 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. 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, 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; 
  
 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 

  

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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. 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, 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); 
  
 (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 

  

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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. 
  
 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. 
  
 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 Sections 6.1 and 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. 
  
 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 

  

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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. 
  
 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 and the Rating Agencies 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 and the Rating Agencies not
later than ten (10) days prior to the Redemption Date, whereupon all such amounts shall be payable on the Redemption Date. 
  

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 SECTION 10.2 Form of Redemption Notice. 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.

  
 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). 
  
 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. 
  

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 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. 
  
 (b) 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. 
  
 (c) 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(b), 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(b) and this Section 11.1(c), 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. 
  
 (d) 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. 
  
 (e) 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(d), 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(f) or securities released from the 

  

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lien of this Indenture since the commencement of the then-current calendar year, as set forth in the certificates required by Section 11.1(d) and this
Section 11.1(e), 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. 
  
 (f)
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. 
  
 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 

  

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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. 
  
 (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. 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 mailed
first-class, postage prepaid to the Issuer addressed to: CarMax Auto Owner Trust 2004-2, in care of The Bank of New York, 101 Barclay Street, 8W, New York, New York 10286, Attention: Corporate Trust Division, Asset Backed Securities Group, with a
copy to the Administrator at 4900 Cox Road, Glen Allen, Virginia 23060, Attention: Treasury Department, or at any other address previously furnished in writing to the Indenture Trustee by the Issuer or the Administrator; or 
  

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 (iii) the Depositor by the Indenture Trustee, the Servicer or any Noteholder, shall be
sufficient for every purpose hereunder if in writing and mailed first-class, postage prepaid to the Depositor addressed to CarMax Auto Funding LLC, 4900 Cox Road, Suite 200, Glen Allen, Virginia 23060, Attention: Treasurer. 
  
 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 Moody’s, at the following address: Moody’s Investors Service, Inc.,
ABS Monitoring Department, 99 Church Street, New York, New York 10007 and (ii) in case of Standard & Poor’s, at the following address: Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., 55 Water
Street (43rd Floor), New York, New York 10041, Attention: Asset Backed Surveillance Department. The Issuer shall
promptly transmit any notice received by it from the Noteholders to the Indenture Trustee. 
  
 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 

  

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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. 
  
 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). 
  

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 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. 
  

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, VII and 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, 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 

  

 69 








 
except to the extent that the Indenture Trustee may reasonably determine that such disclosure is consistent with its obligations hereunder. 
  
 SECTION 11.19 [RESERVED]. 
  
 SECTION 11.20 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. 
  
 [SIGNATURE PAGE FOLLOWS]

  

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 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 2004-2
		
	By:	 	 THE BANK OF NEW YORK,
 not in its individual capacity but
solely
 as Owner Trustee

		
	 By:
	 	/s/ Anna Bourtman
	 	 	 Name: Anna Bourtman
 Title: Assistant
Treasurer

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

		
	 By:
	 	/s/ Marianna C. Stershic
	 	 	 Name: Marianna C. Stershic
 Title: Vice
President



  

 S-1 








 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
	  	$111,000,000
		
	 NO. A-1
	  	CUSIP NO. 143128 BX 3

  
 CARMAX AUTO OWNER TRUST
2004-2 
  
 2.02263% CLASS A-1 ASSET-BACKED NOTE 
  
 CarMax Auto Owner Trust 2004-2, 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 ONE HUNDRED ELEVEN MILLION 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 October 1, 2004 (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 October 2005 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. 
  
 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 

  

 A1-1 








 
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. 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 November 15, 2004. 
  
 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] 
  

 A1-2 








 IN WITNESS WHEREOF, the Issuer has caused this Class A-1 Note to be duly executed as of the date set
forth below. 
  
 Dated: October 6, 2004 
  

			
	CARMAX AUTO OWNER TRUST 2004-2
		
	By:	 	 THE BANK OF NEW YORK,
 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: October 6, 2004 
  

			
	 WELLS FARGO BANK, NATIONAL
 ASSOCIATION,

	 not in its individual capacity but solely as Indenture
 Trustee

		
	By:	 	 
	 	 	Name:
	 	 	Title:


  

 A1-3 








 [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 2.02263% Class A-1
Asset-Backed Notes, which, together with the 2.58% Class A-2 Asset-Backed Notes, the 3.00% Class A-3 Asset-Backed Notes, the 3.46% Class A-4 Asset-Backed Notes, the 3.17% Class B Asset-Backed Notes, the 3.26% Class C Asset-Backed Notes and the 3.67%
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-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 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 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, 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 

  

 A1-4 








 
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 New York, New York. 
  
 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. 
  

 A1-5 








 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 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. 
  
 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 governed by, and 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. 
  

 A1-6 








 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, The Bank of New York, 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. 
  

 A1-7 








 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. 

  

 A1-8 








 Exhibit A-2 
 Form of Class A-2 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
	 	 	 	$141,000,000
			
	 NO. A-2
	 	 	 	CUSIP NO. 143128 BY 1

  
 CARMAX AUTO OWNER TRUST
2004-2 
  
 2.58% CLASS A-2 ASSET-BACKED NOTE 
  
 CarMax Auto Owner Trust 2004-2, 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 ONE HUNDRED FORTY-ONE MILLION 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-2 Notes pursuant to Section 2.8 of the Indenture dated as of October 1, 2004 (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-2 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-2 Note shall be due and payable on the earlier of the June 2007 Distribution Date (the “Class A-2 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. 
  
 The Issuer shall pay interest on this Class A-2 Note at the rate per annum
shown above on each Distribution Date, until the principal of this Class A-2 Note is paid or made 

  

 A2-1 








 
available for payment, on the principal amount of this Class A-2 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-2 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-2 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-2 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-2 Note on November 15, 2004 shall
equal $394,095.00. The principal of and interest on this Class A-2 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 November 15, 2004. 
  
 The principal of and interest on this
Class A-2 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-2 Note shall be applied first to
interest due and payable on this Class A-2 Note as provided above and then to the unpaid principal of this Class A-2 Note. 
  
 Reference is hereby made to the further provisions of this Class A-2 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-2 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-2 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] 
  

 A2-2 








 IN WITNESS WHEREOF, the Issuer has caused this Class A-2 Note to be duly executed as of the date set
forth below. 
  
 Dated: October 6, 2004 
  

			
	 CARMAX AUTO OWNER TRUST 2004-2

		
	 By:
	 	 THE BANK OF NEW YORK,
 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-2
Notes designated above and referred to in the within-mentioned Indenture. 
  
 Dated: October 6, 2004 
  

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

		
	 By:
	 	 
	 	 	 Name:

	 	 	 Title:



  

 A2-3 








 [REVERSE OF CLASS A-2 NOTE] 
  
 This Class A-2 Note is one of a duly authorized issue of Notes of the Issuer, designated as its 2.58% Class A-2 Asset-Backed
Notes, which, together with the 2.02263% Class A-1 Asset-Backed Notes, the 3.00% Class A-3 Asset-Backed Notes, the 3.46% Class A-4 Asset-Backed Notes, the 3.17% Class B Asset-Backed Notes, the 3.26% Class C Asset-Backed Notes and the 3.67% 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-2 Notes are and shall be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture. The Class
A-2 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-2 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-2 Note shall be due and payable on the earlier of the Class A-2 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 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-2 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-2 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-2 Note, shall be made by check mailed to the Person whose name appears as the Holder of this Class A-2 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, except that with respect to Class A-2 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-2 Note be submitted for notation of payment. Any reduction in the principal amount of this Class A-2 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-2 Note and of any Class A-2 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-2 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 

  

 A2-4 








 
Distribution Date, and the amount then due and payable shall be payable only upon presentation and surrender of this Class A-2 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 New York, New York. 
  
 The Issuer shall pay interest on overdue installments of interest at the Class A-2 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-2 Note may be registered on the Note
Register upon surrender of this Class A-2 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-2 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-2 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. 
  

 A2-5 








 The Issuer has entered into the Indenture and this Class A-2 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-2 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-2 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-2
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 51% of the Note Balance of the Controlling Class or the Holder of this Class A-2 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-2 Note and of any Class A-2 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-2 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-2 Note and the Indenture shall be governed by, and 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. 
  

 A2-6 








 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-2 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, The Bank of New York, 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-2 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-2 Note. 
  

 A2-7 








 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. 

  

 A2-8 








 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
	 	$115,000,000
		
	 NO. A-3
	 	CUSIP NO. 143128 BZ 8

  
 CARMAX AUTO OWNER TRUST
2004-2 
  
 3.00% CLASS A-3 ASSET-BACKED NOTE 
  
 CarMax Auto Owner Trust 2004-2, 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 ONE HUNDRED FIFTEEN MILLION 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 October 1, 2004 (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 and the Class
A-2 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 September 2008 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. 
  

 A3-1 








 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 November 15, 2004 shall equal $373,750.00.
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 November 15, 2004. 
  
 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] 
  

 A3-2 








 IN WITNESS WHEREOF, the Issuer has caused this Class A-3 Note to be duly executed as of the date set
forth below. 
  
 Dated: October 6, 2004 
  

			
	 CARMAX AUTO OWNER TRUST 2004-2

		
	 By:
	 	THE BANK OF NEW YORK,
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: October 6, 2004 
  

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

	 	 	 Title:



  

 A3-3 








 [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 3.00% Class A-3 Asset-Backed
Notes, which, together with the 2.02263% Class A-1 Asset-Backed Notes, the 2.58% Class A-2 Asset-Backed Notes, the 3.46% Class A-4 Asset-Backed Notes, the 3.17% Class B Asset-Backed Notes, the 3.26% Class C Asset-Backed Notes and the 3.67% 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 and the Class A-2 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 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, 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 

  

 A3-4 








 
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 New York, New York. 
  
 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. 
  

 A3-5 








 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 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. 
  
 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 governed by, and 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. 
  

 A3-6 








 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, The Bank of New York, 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. 
  

 A3-7 








 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. 

  

 A3-8 








 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
	  	$125,200,000
		
	 NO. A-4
	  	CUSIP NO. 143128 CA 2

  
 CARMAX AUTO OWNER TRUST
2004-2 
  
 3.46% CLASS A-4 ASSET-BACKED NOTE 
  
 CarMax Auto Owner Trust 2004-2, 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 ONE HUNDRED TWENTY-FIVE MILLION TWO HUNDRED
THOUSAND 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 October
1, 2004 (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-2 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
September 2011 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. 
  

 A4-1 








 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 November 15, 2004 shall equal $469,291.33.
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 November 15, 2004. 
  
 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] 
  

 A4-2 








 IN WITNESS WHEREOF, the Issuer has caused this Class A-4 Note to be duly executed as of the date set
forth below. 
  
 Dated: October 6, 2004 
  

					
	 CARMAX AUTO OWNER TRUST 2004-2

		
	 By:
	 	THE BANK OF NEW YORK,
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: October 6, 2004 
  

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


  

 A4-3 








 [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 3.46% Class A-4 Asset-Backed
Notes, which, together with the 2.02263% Class A-1 Asset-Backed Notes, the 2.58% Class A-2 Asset-Backed Notes, the 3.00% Class A-3 Asset-Backed Notes, the 3.17% Class B Asset-Backed Notes, the 3.26% Class C Asset-Backed Notes and the 3.67% 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-2 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 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, 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 

  

 A4-4 








 
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 New York, New York. 
  
 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. 
  

 A4-5 








 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 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. 
  
 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 governed by, and 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. 
  

 A4-6 








 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, The Bank of New York, 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. 
  

 A4-7 








 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. 

  

 A4-8 








 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
	 	 	 	$20,600,000
			
	 NO. B-1
	 	 	 	CUSIP NO. 143128 CB 0

  
 CARMAX AUTO OWNER TRUST
2004-2 
  
 3.17% CLASS B ASSET-BACKED NOTE 
  
 CarMax Auto Owner Trust 2004-2, 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 TWENTY MILLION SIX HUNDRED THOUSAND 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 October 1, 2004 (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 B Note will not be due and payable until the Class A-1 Notes, the Class A-2
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
September 2011 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. 
  

 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 November 15, 2004 shall equal $70,743.83. 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 November 15, 2004. 
  
 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] 
  

 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: October 6, 2004 
  

			
	CARMAX AUTO OWNER TRUST 2004-2
		
	By:	 	THE BANK OF NEW YORK,
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:
October 6, 2004 
  

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

		
	By:	 	 
	 	 	 Name:

	 	 	 Title:



  

 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 3.17% Class B Asset-Backed
Notes, which, together with the 2.02263% Class A-1 Asset-Backed Notes, the 2.58% Class A-2 Asset-Backed Notes, the 3.00% Class A-3 Asset-Backed Notes, the 3.46% Class A-4 Asset-Backed Notes, the 3.26% Class C Asset-Backed Notes and the 3.67% 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-2 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 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, 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 

  

 B-4 








 
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 New York, New York. 
  
 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. 
  

 B-5 








 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 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. 
  
 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 governed by, and 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. 
  

 B-6 








 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, The Bank of New York, 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. 
  

 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. 

  

 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	  	$17,900,000
		
	NO. C-1	  	CUSIP NO. 143128 CC 8

  
 CARMAX AUTO OWNER TRUST
2004-2 
  
 3.26% CLASS C ASSET-BACKED NOTE 
  
 CarMax Auto Owner Trust 2004-2, 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 SEVENTEEN MILLION NINE HUNDRED THOUSAND
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 October 1, 2004 (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 C Note will not be due and payable until the Class A-1 Notes, the Class A-2
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 September 2011 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. 
  

 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 November 15, 2004 shall equal $63,216.83. 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 November 15, 2004. 
  
 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] 
  

 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: October 6, 2004 
  

			
	CARMAX AUTO OWNER TRUST 2004-2
		
	By:	 	 THE BANK OF NEW YORK,
 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:
October 6, 2004 
  

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

		
	By:	 	 
	 	 	 Name:
 Title:



  

 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 3.26% Class C Asset-Backed
Notes, which, together with the 2.02263% Class A-1 Asset-Backed Notes, the 2.58% Class A-2 Asset-Backed Notes, the 3.00% Class A-3 Asset-Backed Notes, the 3.46% Class A-4 Asset-Backed Notes, the 3.17% Class B Asset-Backed Notes and the 3.67% 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-2 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 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, 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 

  

 C-4 








 
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 New York, New York. 
  
 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. 
  

 C-5 








 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 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. 
  
 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 governed by, and 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. 
  

 C-6 








 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, The Bank of New York, 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. 
  

 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. 

  

 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
	  	 $19,300,000

		
	 NO. D-1
	  	 CUSIP NO. 143128 CD 6


  
 CARMAX AUTO OWNER TRUST
2004-2 
  
 3.67% CLASS D ASSET-BACKED NOTE 
  
 CarMax Auto Owner Trust 2004-2, 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 NINETEEN MILLION THREE HUNDRED THOUSAND
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 October 1, 2004 (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 D Note will not be due and payable until the Class A-1 Notes, the Class A-2
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 September 2011 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. 
  

 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 November 15, 2004 shall equal $76,733.58. 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 November 15, 2004. 
  
 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] 
  

 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: October 6, 2004 
  

			
	 CARMAX AUTO OWNER TRUST 2004-2

		
	By:	 	THE BANK OF NEW YORK, 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:
October 6, 2004 
  

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

	 	 	 Title:



  

 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 3.67% Class D Asset-Backed
Notes, which, together with the 2.02263% Class A-1 Asset-Backed Notes, the 2.58% Class A-2 Asset-Backed Notes, the 3.00% Class A-3 Asset-Backed Notes, the 3.46% Class A-4 Asset-Backed Notes, the 3.17% Class B Asset-Backed Notes and the 3.26% 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-2 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 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, 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, 

  

 D-4 








 
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 New York, New York. 
  
 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. 
  

 D-5 








 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 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. 
  
 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 governed by, and 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. 
  

 D-6 








 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, The Bank of New York, 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. 
  

 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. 

  

 D-8