Common use of Retained Notes Clause in Contracts

Retained Notes. (a) As of the date of this Indenture, the Retained Notes have not been registered under the Securities Act and will not be listed on any exchange. Unless and until such Notes have been sold pursuant to a transaction registered under the Securities Act, no transfer of such a Note shall be made unless such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or is exempt from the registration requirements under the Securities Act and such state securities laws. Except in a transfer pursuant to Rule 144A or a transfer to the Depositor (or any other entity whose separate existence from the Trust is disregarded for federal income tax purposes) or by the Depositor (or any other entity whose separate existence from the Trust is disregarded for federal income tax purposes) to an Affiliate thereof, in the event that a transfer is to be made in reliance upon an exemption from the Securities Act and state securities laws, in order to assure compliance with the Securities Act and such laws, the Noteholder desiring to effect such transfer and such Noteholder’s prospective transferee shall each certify to the Trust, the Indenture Trustee and the Depositor in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit F (the “Transferor Certificate”) and Exhibit G (the “Investment Letter”), in each case, with such revisions or modifications as may be determined by the Depositor. Except in a transfer pursuant to Rule 144A or a transfer to the Depositor or by the Depositor (or any other entity whose separate existence from the Trust is disregarded for federal income tax purposes) to an Affiliate thereof, there shall also be delivered to the Depositor and the Indenture Trustee an Opinion of Counsel that such transfer may be made pursuant to an exemption from the Securities Act, which opinion of counsel shall not be an expense of the Depositor, the Trust, the Owner Trustee or the Indenture Trustee (unless it is the transferee from whom such opinion is to be obtained). The Trust shall cause the Depositor to provide to any Noteholder and any prospective transferee designated by any such Noteholder information regarding the Retained Notes and the Receivables and such other information as shall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer of any such Retained Notes without registration thereof under the Securities Act pursuant to the registration exemption provided by Rule 144A. Each Noteholder desiring to effect such a transfer shall, and does hereby agree to, indemnify the Issuing Entity, the Owner Trustee, the Indenture Trustee, the Depositor and CarMax (in any capacity) against any liability that may result if the transfer is not so exempt or is not made in accordance with federal and state securities laws. (i) Sale, pledge or transfer of a Retained Note may only be made to a Person who is a United States person (within the meaning of Section 7701(a)(30) of the Code); and (ii) no sale, pledge, or transfer of a Retained Note shall be made (x) to any one person in an amount less than $2,000,000 (or such other amount as the Depositor may determine in order to prevent the Trust from being treated as a “publicly traded partnership” under Section 7704 of the Code) or (y) to a Special Pass-Through Entity, in each case under this clause (ii), unless (A) an opinion of counsel satisfactory to the Indenture Trustee and the Depositor that such sale, pledge, or transfer shall not cause the Trust to be treated as an association (or publicly traded partnership) taxable as a corporation for federal income tax purposes shall have been delivered to the Indenture Trustee and the Depositor and (B) the Depositor shall have provided prior written approval; provided, however, that the restrictions in Section 2.15(b)(i) and (ii) above shall not continue to apply to such Retained Notes (covered by the opinion described in this clause) in the event counsel satisfactory to the Indenture Trustee and the Depositor has rendered an opinion, with respect to the sale, pledge or transfer by the Depositor or an Affiliate thereof, to the effect that the Retained Notes to be sold, pledged, or transferred will be characterized as indebtedness for federal income tax purposes. Any transferee, other than the Depositor or any other entity whose separate existence from the Trust is disregarded for federal income tax purposes, acquiring a Retained Note or an interest therein shall be deemed to have made the representations set forth in Section 2.4 (as if Section 2.4(a) applied to the Retained Notes). Any attempted sale, pledge or other transfer in contravention of this Section 2.15(b) will be void ab initio and the purported transferor will continue to be treated as the owner of the Retained Note. For the purposes of this Section 2.15(b), “Special Pass-Through Entity” means a grantor trust, S corporation, or partnership (as determined, in each case, for Federal income tax purposes) where more than 50% of the value of any beneficial owner’s interest in such pass through entity is attributable to the pass-through entity’s interest in the Retained Note.

Retained Notes. (a) As of the date of this Indenture, the Retained Notes have not been registered under the Securities Act and will not be listed on any exchange. Unless and until such Notes have been sold pursuant to a transaction registered under the Securities Act, no transfer of such a Note shall be made unless such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or is exempt from the registration requirements under the Securities Act and such state securities laws. Except in a transfer pursuant to Rule 144A or a transfer to the Depositor (or any other entity whose separate existence from the Trust is disregarded for federal income tax purposes) or by the Depositor (or any other entity whose separate existence from the Trust is disregarded for federal income tax purposes) to an Affiliate thereof, in the event that a transfer is to be made in reliance upon an exemption from the Securities Act and state securities laws, in order to assure compliance with the Securities Act and such laws, the Noteholder desiring to effect such transfer and such Noteholder’s prospective transferee shall each certify to the Trust, the Indenture Trustee and the Depositor in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit F (the “Transferor Certificate”) and Exhibit G (the “Investment Letter”), in each case, with such revisions or modifications as may be determined by the Depositor. Except in a transfer pursuant to Rule 144A or a transfer to the Depositor or by the Depositor (or any other entity whose separate existence from the Trust is disregarded for federal income tax purposes) to an Affiliate thereof, there shall also be delivered to the Depositor and the Indenture Trustee an Opinion of Counsel that such transfer may be made pursuant to an exemption from the Securities Act, which opinion of counsel shall not be an expense of the Depositor, the Trust, the Owner Trustee or the Indenture Trustee (unless it is the transferee from whom such opinion is to be obtained). The Trust shall cause the Depositor to provide to any Noteholder and any prospective transferee designated by any such Noteholder information regarding the Retained Notes and the Receivables and such other information as shall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer of any such Retained Notes without registration thereof under the Securities Act pursuant to the registration exemption provided by Rule 144A. Each Noteholder desiring to effect such a transfer shall, and does hereby agree to, indemnify the Issuing Entity, the Owner Trustee, the Indenture Trustee, the Depositor and CarMax (in any capacity) against any liability that may result if the transfer is not so exempt or is not made in accordance with federal and state securities laws. (i) Sale, pledge or transfer of a Retained Note may only be made to a Person who is a United States person Person (within the meaning of Section 7701(a)(30) of the Code)) and is not acquiring such Retained Notes with the assets of any Plan that is subject to Title I of ERISA or Section 4975 of the Code; and (ii) no sale, pledge, or transfer of a Retained Note shall be made (x) to any one person in an amount less than $2,000,000 (or such other amount as the Depositor may determine in order to prevent the Trust from being treated as a “publicly traded partnership” under Section 7704 of the Code) or (y) to a Special Pass-Through Entity, in each case under this clause (ii), unless (A) an opinion of counsel satisfactory to the Indenture Trustee and the Depositor that such sale, pledge, or transfer shall not cause the Trust to be treated as an association (or publicly traded partnership) taxable as a corporation for federal income tax purposes shall have been delivered to the Indenture Trustee and the Depositor and (B) the Depositor shall have provided prior written approval; provided, however, that the restrictions in Section 2.15(b)(i) and (ii) above shall not continue to apply to such Retained Notes (covered by the opinion described in this clause) in the event counsel satisfactory to the Indenture Trustee and the Depositor has rendered an opinion, with respect to the sale, pledge or transfer by the Depositor or an Affiliate thereof, to the effect that the Retained Notes to be sold, pledged, or transferred will be characterized as indebtedness for federal income tax purposes. Any transferee, other than the Depositor or any other entity whose separate existence from the Trust is disregarded for federal income tax purposes, acquiring a Retained Note or an interest therein shall be deemed to have made the representations set forth in Section 2.4 (as if Section 2.4(a) applied to the Retained Notes). Any attempted sale, pledge or other transfer in contravention of this Section 2.15(b) will be void ab initio and the purported transferor will continue to be treated as the owner of the Retained Note. For the purposes of this Section 2.15(b), “Special Pass-Through Entity” means a grantor trust, S corporation, or partnership (as determined, in each case, for Federal income tax purposes) where more than 50% of the value of any beneficial owner’s interest in such pass through entity is attributable to the pass-through entity’s interest in the Retained Note.

Retained Notes. (a) As of the date of this Indenture, the Retained Notes have not been registered under the Securities Act and will not be listed on any exchange. Unless and until such Notes have been sold pursuant to a transaction registered under the Securities Act, no transfer of such a Note shall be made unless such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or is exempt from the registration requirements under the Securities Act and such state securities laws. Except in a transfer pursuant to Rule 144A or a transfer to the Depositor (or any other entity whose separate existence from the Trust is disregarded for federal income tax purposes) or by the Depositor (or any other entity whose separate existence from the Trust is disregarded for federal income tax purposes) to an Affiliate thereof, in the event that a transfer is to be made in reliance upon an exemption from the Securities Act and state securities laws, in order to assure compliance with the Securities Act and such laws, the Noteholder desiring to effect such transfer and such Noteholder’s prospective transferee shall each certify to the Trust, the Indenture Trustee and the Depositor in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit F (the “Transferor Certificate”) and Exhibit G (the “Investment Letter”), in each case, with such revisions or modifications as may be determined by the Depositor. Except in a transfer pursuant to Rule 144A or a transfer to the Depositor or by the Depositor (or any other entity whose separate existence from the Trust is disregarded for federal income tax purposes) to an Affiliate thereof, there shall also be delivered to the Depositor and the Indenture Trustee an Opinion of Counsel that such transfer may be made pursuant to an exemption from the Securities Act, which opinion of counsel shall not be an expense of the Depositor, the Trust, the Owner Trustee or the Indenture Trustee (unless it is the transferee from whom such opinion is to be obtained). The Trust shall cause the Depositor to provide to any Noteholder and any prospective transferee designated by any such Noteholder information regarding the Retained Notes and the Receivables and such other information as shall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer of any such Retained Notes without registration thereof under the Securities Act pursuant to the registration exemption provided by Rule 144A. Each Noteholder desiring to effect such a transfer shall, and does hereby agree to, indemnify the Issuing Entity, the Owner Trustee, the Indenture Trustee, the Depositor and CarMax (in any capacity) against any liability that may result if the transfer is not so exempt or is not made in accordance with federal and state securities laws. (i) Sale, pledge or transfer of a Retained Note may only be made to a Person who is a United States person Person (within the meaning of Section 7701(a)(30) of the Code); and (ii) no sale, pledge, or transfer of a Retained Note shall be made (x) to any one person in an amount less than $2,000,000 (or such other amount as the Depositor may determine in order to prevent the Trust from being treated as a “publicly traded partnership” under Section 7704 of the Code) or (y) to a Special Pass-Through Entity, in each case under this clause (ii), unless (A) an opinion of counsel satisfactory to the Indenture Trustee and the Depositor that such sale, pledge, or transfer shall not cause the Trust to be treated as an association (or publicly traded partnership) taxable as a corporation for federal income tax purposes shall have been delivered to the Indenture Trustee and the Depositor and (B) the Depositor shall have provided prior written approval; provided, however, that the restrictions in Section 2.15(b)(i) and (ii) above shall not continue to apply to such Retained Notes (covered by the opinion described in this clause) in the event counsel satisfactory to the Indenture Trustee and the Depositor has rendered an opinion, with respect to the sale, pledge or transfer by the Depositor or an Affiliate thereof, to the effect that the Retained Notes to be sold, pledged, or transferred will be characterized as indebtedness for federal income tax purposes. Any transferee, other than the Depositor or any other entity whose separate existence from the Trust is disregarded for federal income tax purposes, acquiring a Retained Note or an interest therein shall be deemed to have made the representations set forth in Section 2.4 (as if Section 2.4(a) applied to the Retained Notes). Any attempted sale, pledge or other transfer in contravention of this Section 2.15(b) will be void ab initio and the purported transferor will continue to be treated as the owner of the Retained Note. For the purposes of this Section 2.15(b), “Special Pass-Through Entity” means a grantor trust, S corporation, or partnership (as determined, in each case, for Federal income tax purposes) where more than 50% of the value of any beneficial owner’s interest in such pass through entity is attributable to the pass-through entity’s interest in the Retained Note.

Retained Notes. (a) As of the date of this Indenture, the Retained Notes have not been registered under the Securities Act and will not be listed on any exchange. Unless and until such Notes have been sold pursuant to a transaction registered under the Securities Act, no transfer of such a Note shall be made unless such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or is exempt from the registration requirements under the Securities Act and such state securities laws. Except in a transfer pursuant to Rule 144A or a transfer to the Depositor (or any other entity whose separate existence from the Trust is disregarded for federal income tax purposes) or by the Depositor (or any other entity whose separate existence from the Trust is disregarded for federal income tax purposes) to an Affiliate thereof, in the event that a transfer is to be made in reliance upon an exemption from the Securities Act and state securities laws, in order to assure compliance with the Securities Act and such laws, the Noteholder desiring to effect such transfer and such Noteholder’s prospective transferee shall each certify to the Trust, the Indenture Trustee and the Depositor in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit F (the “Transferor Certificate”) and Exhibit G (the “Investment Letter”), in each case, with such revisions or modifications as may be determined by the Depositor. Except in a transfer pursuant to Rule 144A or a transfer to the Depositor or by the Depositor (or any other entity whose separate existence from the Trust is disregarded for federal income tax purposes) to an Affiliate thereof, there shall also be delivered to the Depositor and the Indenture Trustee an Opinion of Counsel that such transfer may be made pursuant to an exemption from the Securities Act, which opinion of counsel shall not be an expense of the Depositor, the Trust, the Owner Trustee or the Indenture Trustee (unless it is the transferee from whom such opinion is to be obtained). The Trust shall cause the Depositor to provide to any Noteholder and any prospective transferee designated by any such Noteholder information regarding the Retained Notes and the Receivables and such other information as shall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer of any such Retained Notes without registration thereof under the Securities Act pursuant to the registration exemption provided by Rule 144A. Each Noteholder desiring to effect such a transfer shall, and does hereby agree to, indemnify the Issuing Entity, the Owner Trustee, the Indenture Trustee, the Depositor and CarMax (in any capacity) against any liability that may result if the transfer is not so exempt or is not made in accordance with federal and state securities laws. (i) Sale, pledge or transfer of a Retained Note may only be made to a Person who is a United States person (within the meaning of Section 7701(a)(30) of the Code); and (ii) no sale, pledge, or transfer of a Retained Note shall be made (x) to any one person in an amount less than $2,000,000 (or such other amount as the Depositor may determine in order to prevent the Trust from being treated as a “publicly traded partnership” under Section 7704 of the Code) or (y) to a Special Pass-Through Entity, in each case under this clause (ii), unless (A) an opinion of counsel satisfactory to the Indenture Trustee and the Depositor that such sale, pledge, or transfer shall not cause the Trust to be treated as an association (or publicly traded partnership) taxable as a corporation for federal income tax purposes shall have been delivered to the Indenture Trustee and the Depositor and (B) the Depositor shall have provided prior written approval; provided, however, that the restrictions in Section 2.15(b)(i) and (ii) above shall not continue to apply to such Retained Notes (covered by the opinion described in this clause) in the event counsel satisfactory to the Indenture Trustee and the Depositor has rendered an opinion, with respect to the sale, pledge or transfer by the Depositor or an Affiliate thereof, to the effect that the Retained Notes to be sold, pledged, or transferred will be characterized as indebtedness for federal income tax purposes. Any transferee, other than the Depositor or any other entity whose separate existence from the Trust is disregarded for federal income tax purposes, acquiring a Retained Note or an interest therein shall be deemed to have made the representations set forth in Section 2.4 (as if Section 2.4(a) applied to the Retained Notes). Any attempted sale, pledge or other transfer in contravention of this Section 2.15(b) will be void ab initio and the purported transferor will continue to be treated as the owner of the Retained Note. For the purposes of this Section 2.15(b), “Special Pass-Through Entity” means a grantor trust, S corporation, or partnership (as determined, in each case, for Federal income tax purposes) where more than 50% of the value of any beneficial owner’s interest in such pass through entity is attributable to the pass-through entity’s interest in the Retained Note.,

Retained Notes. (a) [As of the date of this Indenture, the Retained Notes have not been registered under the Securities Act and will not be listed on any exchange. Unless and until such Notes have been sold pursuant to a transaction registered under the Securities Act, no transfer of such a Note shall be made unless such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or is exempt from the registration requirements under the Securities Act and such state securities laws. Except in a transfer pursuant to Rule 144A or a transfer to the Depositor (or any other entity whose separate existence from the Trust is disregarded for federal income tax purposes) or by the Depositor (or any other entity whose separate existence from the Trust is disregarded for federal income tax purposes) to an Affiliate thereof, in the event that a transfer is to be made in reliance upon an exemption from the Securities Act and state securities laws, in order to assure compliance with the Securities Act and such laws, the Noteholder desiring to effect such transfer and such Noteholder’s prospective transferee shall each certify to the Trust, the Indenture Trustee and the Depositor in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit F (the “Transferor Certificate”) and Exhibit G (the “Investment Letter”), in each case, with such revisions or modifications as may be determined by the Depositor. Except in a transfer pursuant to Rule 144A or a transfer to the Depositor or by the Depositor (or any other entity whose separate existence from the Trust is disregarded for federal income tax purposes) to an Affiliate thereof, there shall also be delivered to the Depositor and the Indenture Trustee an Opinion of Counsel that such transfer may be made pursuant to an exemption from the Securities Act, which opinion of counsel shall not be an expense of the Depositor, the Trust, the Owner Trustee or the Indenture Trustee (unless it is the transferee from whom such opinion is to be obtained). The Trust shall cause the Depositor to provide to any Noteholder and any prospective transferee designated by any such Noteholder information regarding the Retained Notes and the Receivables and such other information as shall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer of any such Retained Notes without registration thereof under the Securities Act pursuant to the registration exemption provided by Rule 144A. Each Noteholder desiring to effect such a transfer shall, and does hereby agree to, indemnify the Issuing Entity, the Owner Trustee, the Indenture Trustee, the Depositor and CarMax (in any capacity) against any liability that may result if the transfer is not so exempt or is not made in accordance with federal and state securities laws. (i) Sale, pledge or transfer of a Retained Note may only be made to a Person who is a United States person (within the meaning of Section 7701(a)(30) of the Code); and (ii) no sale, pledge, or transfer of a Retained Note shall be made (x) to any one person in an amount less than $2,000,000 (or such other amount as the Depositor may determine in order to prevent the Trust from being treated as a “publicly traded partnership” under Section 7704 of the Code) or (y) to a Special Pass-Through Entity, in each case under this clause (ii), unless (A) an opinion of counsel satisfactory to the Indenture Trustee and the Depositor that such sale, pledge, or transfer shall not cause the Trust to be treated as an association (or publicly traded partnership) taxable as a corporation for federal income tax purposes shall have been delivered to the Indenture Trustee and the Depositor and (B) the Depositor shall have provided prior written approval; provided, however, that the restrictions in Section 2.15(b)(i) and (ii) above shall not continue to apply to such Retained Notes (covered by the opinion described in this clause) in the event counsel satisfactory to the Indenture Trustee and the Depositor has rendered an opinion, with respect to the sale, pledge or transfer by the Depositor or an Affiliate thereof, to the effect that the Retained Notes to be sold, pledged, or transferred will be characterized as indebtedness for federal income tax purposes. Any transferee, other than the Depositor or any other entity whose separate existence from the Trust is disregarded for federal income tax purposes, acquiring a Retained Note or an interest therein shall be deemed to have made the representations set forth in Section 2.4 (as if Section 2.4(a) applied to the Retained Notes). Any attempted sale, pledge or other transfer in contravention of this Section 2.15(b) will be void ab initio and the purported transferor will continue to be treated as the owner of the Retained Note. For the purposes of this Section 2.15(b), “Special Pass-Through Entity” means a grantor trust, S corporation, or partnership (as determined, in each case, for Federal income tax purposes) where more than 50% of the value of any beneficial owner’s interest in such pass through entity is attributable to the pass-through entity’s interest in the Retained Note.Any

Retained Notes. (a) As of the date of this Indenture, the Retained Notes have not been registered under the Securities Act and will not be listed on any exchange. Unless and until such Notes have been sold pursuant to a transaction registered under the Securities Act, no transfer of such a Note shall be made unless such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or is exempt from the registration requirements under the Securities Act and such state securities laws. Except in a transfer pursuant to Rule 144A or a transfer to the Depositor (or any other entity whose separate existence from the Trust is disregarded for federal income tax purposes) or by the Depositor (or any other entity whose separate existence from the Trust is disregarded for federal income tax purposes) to an Affiliate thereof, in the event that a transfer is to be made in reliance upon an exemption from the Securities Act and state securities laws, in order to assure compliance with the Securities Act and such laws, the Noteholder desiring to effect such transfer and such Noteholder’s prospective transferee shall each certify to the Trust, the Indenture Trustee and the Depositor in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit F (the “Transferor Certificate”) and Exhibit G (the “Investment Letter”), in each case, with such revisions or modifications as may be determined by the Depositor. Except in a transfer pursuant to Rule 144A or a transfer to the Depositor or by the Depositor (or any other entity whose separate existence from the Trust is disregarded for federal income tax purposes) to an Affiliate thereof, there shall also be delivered to the Depositor and the Indenture Trustee an Opinion of Counsel that such transfer may be made pursuant to an exemption from the Securities Act, which opinion of counsel shall not be an expense of the Depositor, the Trust, the Owner Trustee or the Indenture Trustee (unless it is the transferee from whom such opinion is to be obtained). The Trust shall cause the Depositor to provide to any Noteholder and any prospective transferee designated by any such Noteholder information regarding the Retained Notes and the Receivables and such other information as shall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer of any such Retained Notes without registration thereof under the Securities Act pursuant to the registration exemption provided by Rule 144A. Each Noteholder desiring to effect such a transfer shall, and does hereby agree to, indemnify the Issuing Entity, the Owner Trustee, the Indenture Trustee, the Depositor and CarMax (in any capacity) against any liability that may result if the transfer is not so exempt or is not made in accordance with federal and state securities laws. (i) Sale, pledge or transfer of a Retained Note may only be made to a Person who is a United States person Person (within the meaning of Section 7701(a)(30) of the Code)) and is not acquiring such Retained Notes with the assets of any Plan that is subject to Title I of ERISA or Section 4975 of the Code or any substantially similar law; and (ii) no sale, pledge, or transfer of a Retained Note shall be made (x) to any one person in an amount less than $2,000,000 (or such other amount as the Depositor may determine in order to prevent the Trust from being treated as a “publicly traded partnership” under Section 7704 of the Code) or (y) to a Special Pass-Through Entity, in each case under this clause (ii), unless (A) an opinion of counsel satisfactory to the Indenture Trustee and the Depositor that such sale, pledge, or transfer shall not cause the Trust to be treated as an association (or publicly traded partnership) taxable as a corporation for federal income tax purposes shall have been delivered to the Indenture Trustee and the Depositor and (B) the Depositor shall have provided prior written approval; provided, however, that the restrictions in Section 2.15(b)(i) and (ii) above shall not continue to apply to such Retained Notes (covered by the opinion described in this clause) in the event counsel satisfactory to the Indenture Trustee and the Depositor has rendered an opinion, with respect to the sale, pledge or transfer by the Depositor or an Affiliate thereof, to the effect that the Retained Notes to be sold, pledged, or transferred will be characterized as indebtedness for federal income tax purposes. Any transferee, other than the Depositor or any other entity whose separate existence from the Trust is disregarded for federal income tax purposes, acquiring a Retained Note or an interest therein shall be deemed to have made the representations set forth in Section 2.4 (as if Section 2.4(a) applied to the Retained Notes). Any attempted sale, pledge or other transfer in contravention of this Section 2.15(b) will be void ab initio and the purported transferor will continue to be treated as the owner of the Retained Note. For the purposes of this Section 2.15(b), “Special Pass-Through Entity” means a grantor trust, S corporation, or partnership (as determined, in each case, for Federal income tax purposes) where more than 50% of the value of any beneficial owner’s interest in such pass through entity is attributable to the pass-through entity’s interest in the Retained Note.Trust

Retained Notes. (a) As of the date of this Indenture, the No Retained Notes have not Note has been or will be registered under the Securities Act or any other applicable securities or “blue sky” laws of any state or other jurisdiction, and will not no Retained Note or any interest therein may be listed on any exchange. Unless and until such Notes have been sold pursuant to a transaction registered under resold, assigned, pledged or otherwise transferred except in compliance with the registration requirements of the Securities ActAct or any other applicable Securities or “blue sky” laws, no transfer of such a Note shall be made unless such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws exemption therefrom or is exempt from the registration requirements under the Securities Act and such state securities laws. Except in a transaction not subject thereto. (b) Each Retained Note will bear a legend to the following effect: THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR ANY OTHER APPLICABLE SECURITIES OR “BLUE SKY” LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE RESOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR ANY OTHER APPLICABLE SECURITIES OR “BLUE SKY” LAWS, PURSUANT TO AN EXEMPTION THEREFROM OR IN A TRANSACTION NOT SUBJECT THERETO. (c) Prior to any sale or transfer pursuant of any Tax Retained Note (or interest therein) that did not receive the written opinion of counsel described in clause (A) of Section 2.04(g), each prospective transferee of such Tax Retained Note (or interest therein) (except for transfers to Rule 144A or a transfer Person specified in the definition of Tax Retained Notes) shall provide a written representation letter to the Depositor and Indenture Trustee in a form that substantially provides the representations set forth in this Section 2.15(c) and will hereby be deemed to have represented and agreed as follows: (i) The interests in the Tax Retained Notes and any interests in the Issuing Entity treated as equity for U.S. federal income tax purposes together may at no time be held by more than 95 Persons. No transfer of Tax Retained Notes (or any other entity whose separate existence from interest therein) will be permitted to the Trust is disregarded extent that such transfer would cause the number of direct or indirect holders of an interest in the Tax Retained Notes and any interests in the Issuing Entity treated as equity for U.S. federal income tax purposes to exceed a number equal to 95 Persons and any such transfers shall be void ab initio. The Depositor shall have the duty and obligation to ascertain the number of direct or indirect holders of an interest in the Tax Retained Notes and any interests in the Issuing Entity treated as equity for U.S. federal income tax purposes. 15 (NALT 20[●]-[●] Indenture) (ii) No holder of a Tax Retained Note (or by the Depositor interest therein) shall acquire or transfer any Tax Retained Note (or any other entity whose separate existence from the Trust is disregarded for federal income tax purposesinterest therein) to an Affiliate thereof, in the event that a transfer is to be made in reliance upon an exemption from the Securities Act and state securities laws, in order to assure compliance with the Securities Act and such laws, the Noteholder desiring to effect such transfer and such Noteholder’s prospective transferee shall each certify to the Trust, the Indenture Trustee and the Depositor in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit F (the “Transferor Certificate”) and Exhibit G (the “Investment Letter”), in each case, with such revisions or modifications as may be determined by the Depositor. Except in a transfer pursuant to Rule 144A or a transfer to the Depositor or by the Depositor cause any Tax Retained Note (or any other entity whose separate existence from the Trust is disregarded for federal income tax purposesinterest therein) to be marketed on or through an Affiliate thereof, there shall also be delivered to the Depositor and the Indenture Trustee an Opinion of Counsel that such transfer may be made pursuant to an exemption from the Securities Act, which opinion of counsel shall not be an expense of the Depositor, the Trust, the Owner Trustee or the Indenture Trustee (unless it is the transferee from whom such opinion is to be obtained). The Trust shall cause the Depositor to provide to any Noteholder and any prospective transferee designated by any such Noteholder information regarding the Retained Notes and the Receivables and such other information as shall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer of any such Retained Notes without registration thereof under the Securities Act pursuant to the registration exemption provided by Rule 144A. Each Noteholder desiring to effect such a transfer shall, and does hereby agree to, indemnify the Issuing Entity, the Owner Trustee, the Indenture Trustee, the Depositor and CarMax (in any capacity) against any liability that may result if the transfer is not so exempt or is not made in accordance with federal and state “established securities laws. (i) Sale, pledge or transfer of a Retained Note may only be made to a Person who is a United States person (market” within the meaning of Section 7701(a)(307704(b)(1) of the Code); and , including, without limitation, an over-the-counter market or an interdealer quotation system that regularly disseminates firm buy or sell quotations. (iiiii) no sale, pledge, or transfer Each holder of a Tax Retained Note shall be made (x) to any one person in an amount less than $2,000,000 (or such other amount as the Depositor may determine in order to prevent the Trust from being treated as any interest therein) shall represent and warrant that it (i) is not, and will not become, a “publicly traded partnership” , a corporation taxed under Section 7704 Subchapter S of the Code) Code or (y) to a Special Pass-Through Entity, in each case under this clause (ii), unless (A) an opinion of counsel satisfactory to the Indenture Trustee and the Depositor that such sale, pledge, or transfer shall not cause the Trust to be treated as an association grantor trust (or publicly traded partnershipdisregarded entity the single owner of which is any of the foregoing) taxable as a corporation for federal income tax purposes shall have been delivered to the Indenture Trustee and the Depositor and (B) the Depositor shall have provided prior written approval; provided, however, that the restrictions in Section 2.15(b)(i) and (ii) above shall not continue to apply to such Retained Notes (covered by the opinion described in this clause) in the event counsel satisfactory to the Indenture Trustee and the Depositor has rendered an opinion, with respect to the sale, pledge or transfer by the Depositor or an Affiliate thereof, to the effect that the Retained Notes to be sold, pledged, or transferred will be characterized as indebtedness for federal income tax purposes. Any transferee, other than the Depositor or any other entity whose separate existence from the Trust is disregarded for U.S. federal income tax purposes, acquiring a Retained Note or (ii) is such an interest therein shall be deemed to have made the representations set forth in Section 2.4 (as if Section 2.4(a) applied to the Retained Notes). Any attempted sale, pledge or other transfer in contravention of this Section 2.15(b) entity and at no time will be void ab initio and the purported transferor will continue to be treated as the owner of the Retained Note. For the purposes of this Section 2.15(b), “Special Pass-Through Entity” means a grantor trust, S corporation, or partnership (as determined, in each case, for Federal income tax purposes) where more than 50% of the value of any beneficial owner’s interest in such pass through entity is (or the single owner in the case of a disregarded entity described above) be attributable to the pass-through such entity’s interest in the Tax Retained NoteNotes and any interests in the Issuing Entity treated as equity for U.S. federal income tax purposes that it holds or beneficially owns. (iv) The provisions of this Section of the Indenture generally are intended to prevent the Issuing Entity from being characterized as a “publicly traded partnership” within the meaning of Section 7704 of the Code, and the Indenture Trustee shall take such intent into account in determining whether or not the requirements of this Section 2.15 have been complied with in connection with any proposed transfer of any Tax Retained Note (or interest therein). (v) Each holder of a Tax Retained Note (i) is a “United States person” as defined in Section 7701(a)(30) of the Code and (ii) shall provide a certification of non-foreign status, in such form as may be requested by the Depositor or the Indenture Trustee (e.g., IRS Form W-9), signed under penalties of perjury (and such other certification, representations or Opinion of Counsel as may be requested in this regard by the Depositor or the Indenture Trustee).

Retained Notes. (a) [As of the date of this Indenture, the Retained Notes have not been registered under the Securities Act and will not be listed on any exchange. Unless and until such Notes have been sold pursuant to a transaction registered under the Securities Act, no transfer of such a Note shall be made unless such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or is exempt from the registration requirements under the Securities Act and such state securities laws. Except in a transfer pursuant to Rule 144A or a transfer to the Depositor (or any other entity whose separate existence from the Trust is disregarded for federal income tax purposes) or by the Depositor (or any other entity whose separate existence from the Trust is disregarded for federal income tax purposes) to an Affiliate thereof, in the event that a transfer is to be made in reliance upon an exemption from the Securities Act and state securities laws, in order to assure compliance with the Securities Act and such laws, the Noteholder desiring to effect such transfer and such Noteholder’s prospective transferee shall each certify to the Trust, the Indenture Trustee and the Depositor in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit F (the “Transferor Certificate”) and Exhibit G (the “Investment Letter”), in each case, with such revisions or modifications as may be determined by the Depositor. Except in a transfer pursuant to Rule 144A or a transfer to the Depositor or by the Depositor (or any other entity whose separate existence from the Trust is disregarded for federal income tax purposes) to an Affiliate thereof, there shall also be delivered to the Depositor and the Indenture Trustee an Opinion of Counsel that such transfer may be made pursuant to an exemption from the Securities Act, which opinion of counsel shall not be an expense of the Depositor, the Trust, the Owner Trustee or the Indenture Trustee (unless it is the transferee from whom such opinion is to be obtained). The Trust shall cause the Depositor to provide to any Noteholder and any prospective transferee designated by any such Noteholder information regarding the Retained Notes and the Receivables and such other information as shall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer of any such Retained Notes without registration thereof under the Securities Act pursuant to the registration exemption provided by Rule 144A. Each Noteholder desiring to effect such a transfer shall, and does hereby agree to, indemnify the Issuing Entity, the Owner Trustee, the Indenture Trustee, the Depositor and CarMax (in any capacity) against any liability that may result if the transfer is not so exempt or is not made in accordance with federal and state securities laws. (i) Sale, pledge or transfer of a Retained Note may only be made to a Person who is a United States person Person (within the meaning of Section 7701(a)(30) of the Code); and (ii) no sale, pledge, or transfer of a Retained Note shall be made (x) to any one person in an amount less than $2,000,000 (or such other amount as the Depositor may determine in order to prevent the Trust from being treated as a “publicly traded partnership” under Section 7704 of the Code) or (y) to a Special Pass-Through Entity, in each case under this clause (ii), unless (A) an opinion of counsel satisfactory to the Indenture Trustee and the Depositor that such sale, pledge, or transfer shall not cause the Trust to be treated as an association (or publicly traded partnership) taxable as a corporation for federal income tax purposes shall have been delivered to the Indenture Trustee and the Depositor and (B) the Depositor shall have provided prior written approval; provided, however, that the restrictions in Section 2.15(b)(i) and (ii) above shall not continue to apply to such Retained Notes (covered by the opinion described in this clause) in the event counsel satisfactory to the Indenture Trustee and the Depositor has rendered an opinion, with respect to the sale, pledge or transfer by the Depositor or an Affiliate thereof, to the effect that the Retained Notes to be sold, pledged, or transferred will be characterized as indebtedness for federal income tax purposes. Any transferee, other than the Depositor or any other entity whose separate existence from the Trust is disregarded for federal income tax purposes, acquiring a Retained Note or an interest therein shall be deemed to have made the representations set forth in Section 2.4 (as if Section 2.4(a) applied to the Retained Notes). Any attempted sale, pledge or other transfer in contravention of this Section 2.15(b) will be void ab initio and the purported transferor will continue to be treated as the owner of the Retained Note. For the purposes of this Section 2.15(b), “Special Pass-Through Entity” means a grantor trust, S corporation, or partnership (as determined, in each case, for Federal income tax purposes) where more than 50% of the value of any beneficial owner’s interest in such pass through entity is attributable to the pass-through entity’s interest in the Retained Note.to

Retained Notes. (a) As of the date of this Indenture, the No Retained Notes have not Note has been or will be registered under the Securities Act or any other applicable securities or “blue sky” laws of any state or other jurisdiction, and will not no Retained Note or any interest therein may be listed on any exchange. Unless and until such Notes have been sold pursuant to a transaction registered under resold, assigned, pledged or otherwise transferred except in compliance with the registration requirements of the Securities ActAct or any other applicable Securities or “blue sky” laws, no transfer of such a Note shall be made unless such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws exemption therefrom or is exempt from the registration requirements under the Securities Act and such state securities laws. Except in a transaction not subject thereto. (b) Each Retained Note will bear a legend to the following effect: THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR ANY OTHER APPLICABLE SECURITIES OR “BLUE SKY” LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE RESOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR ANY OTHER APPLICABLE SECURITIES OR “BLUE SKY” LAWS, PURSUANT TO AN EXEMPTION THEREFROM OR IN A TRANSACTION NOT SUBJECT THERETO. (c) Prior to any sale or transfer pursuant of any Tax Retained Note (or interest therein) that did not receive the written opinion of counsel described in clause (A) of Section 2.04(g), each prospective transferee of such Tax Retained Note (or interest therein) (except for transfers to Rule 144A or a transfer Person specified in the definition of Tax Retained Notes) (such Note, a “Restricted Note”) shall provide a written representation letter to the Depositor and Indenture Trustee in a form that substantially provides the representations set forth in this Section 2.17(c) and will hereby be deemed to have represented and agreed as follows: (i) The interests in the Restricted Notes and any interests in the Issuing Entity treated as equity for U.S. federal income tax purposes together may at no time be held by more than 95 Persons. No transfer of Restricted Notes (or any other entity whose separate existence from interest therein) will be permitted to the Trust is disregarded extent that such transfer would cause the number of direct or indirect holders of an interest in the Restricted Notes and any interests in the Issuing Entity treated as equity for U.S. federal income tax purposes to exceed a number equal to 95 Persons and any such transfers shall be void ab initio. The Depositor shall have the duty and obligation to ascertain the number of direct or indirect holders of an interest in the Restricted Notes and any interests in the Issuing Entity treated as equity for U.S. federal income tax purposes. (ii) No holder of a Restricted Note (or by the Depositor interest therein) shall acquire or transfer any Restricted Note (or any other entity whose separate existence from the Trust is disregarded for federal income tax purposesinterest therein) to an Affiliate thereof, in the event that a transfer is to be made in reliance upon an exemption from the Securities Act and state securities laws, in order to assure compliance with the Securities Act and such laws, the Noteholder desiring to effect such transfer and such Noteholder’s prospective transferee shall each certify to the Trust, the Indenture Trustee and the Depositor in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit F (the “Transferor Certificate”) and Exhibit G (the “Investment Letter”), in each case, with such revisions or modifications as may be determined by the Depositor. Except in a transfer pursuant to Rule 144A or a transfer to the Depositor or by the Depositor cause any Restricted Note (or any other entity whose separate existence from the Trust is disregarded for federal income tax purposesinterest therein) to be marketed on or through an Affiliate thereof, there shall also be delivered to the Depositor and the Indenture Trustee an Opinion of Counsel that such transfer may be made pursuant to an exemption from the Securities Act, which opinion of counsel shall not be an expense of the Depositor, the Trust, the Owner Trustee or the Indenture Trustee (unless it is the transferee from whom such opinion is to be obtained). The Trust shall cause the Depositor to provide to any Noteholder and any prospective transferee designated by any such Noteholder information regarding the Retained Notes and the Receivables and such other information as shall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer of any such Retained Notes without registration thereof under the Securities Act pursuant to the registration exemption provided by Rule 144A. Each Noteholder desiring to effect such a transfer shall, and does hereby agree to, indemnify the Issuing Entity, the Owner Trustee, the Indenture Trustee, the Depositor and CarMax (in any capacity) against any liability that may result if the transfer is not so exempt or is not made in accordance with federal and state “established securities laws. (i) Sale, pledge or transfer of a Retained Note may only be made to a Person who is a United States person (market” within the meaning of Section 7701(a)(307704(b)(1) of the Code); and , including, without limitation, an over-the-counter market or an interdealer quotation system that regularly disseminates firm buy or sell quotations. (iiiii) no sale, pledge, or transfer Each holder of a Retained Restricted Note shall be made (x) to any one person in an amount less than $2,000,000 (or such other amount as the Depositor may determine in order to prevent the Trust from being treated as any interest therein) shall represent and warrant that it (i) is not, and will not become, a “publicly traded partnership” , a corporation taxed under Section 7704 Subchapter S of the Code) Code or (y) to a Special Pass-Through Entity, in each case under this clause (ii), unless (A) an opinion of counsel satisfactory to the Indenture Trustee and the Depositor that such sale, pledge, or transfer shall not cause the Trust to be treated as an association grantor trust (or publicly traded partnershipdisregarded entity the single owner of which is any of the foregoing) taxable as a corporation for federal income tax purposes shall have been delivered to the Indenture Trustee and the Depositor and (B) the Depositor shall have provided prior written approval; provided, however, that the restrictions in Section 2.15(b)(i) and (ii) above shall not continue to apply to such Retained Notes (covered by the opinion described in this clause) in the event counsel satisfactory to the Indenture Trustee and the Depositor has rendered an opinion, with respect to the sale, pledge or transfer by the Depositor or an Affiliate thereof, to the effect that the Retained Notes to be sold, pledged, or transferred will be characterized as indebtedness for federal income tax purposes. Any transferee, other than the Depositor or any other entity whose separate existence from the Trust is disregarded for U.S. federal income tax purposes, acquiring a Retained Note or (ii) is such an interest therein shall be deemed to have made the representations set forth in Section 2.4 entity and (as if Section 2.4(ax) applied to the Retained Notes). Any attempted sale, pledge or other transfer in contravention of this Section 2.15(b) at no time will be void ab initio and the purported transferor will continue to be treated as the owner of the Retained Note. For the purposes of this Section 2.15(b), “Special Pass-Through Entity” means a grantor trust, S corporation, or partnership (as determined, in each case, for Federal income tax purposes) where more than 50% of the value of any beneficial owner’s interest in such pass through entity is (or the single owner in the case of a disregarded entity described above) be attributable to the pass-through such entity’s interest in the Retained NoteRestricted Notes and any interests in the Issuing Entity treated as equity for U.S. federal income tax purposes that it holds or beneficially owns and (y) it is not and will not be a principal purpose of the arrangement involving such holder’s interest in any Restricted Notes or interests in the Issuing Entity to permit any partnership to satisfy the 100 partner limitation of Treasury Regulation Section 1.7704-1(h)(1)(ii) necessary for such partnership not to be classified as a publicly traded partnership under the Code. (iv) The provisions of this Section of the Indenture generally are intended to prevent the Issuing Entity from being characterized as a “publicly traded partnership” within the meaning of Section 7704 of the Code, and the Indenture Trustee shall take such intent into account in determining whether or not the requirements of this Section 2.17 have been complied with in connection with any proposed transfer of any Restricted Note (or interest therein). (v) Each holder of a Restricted Note (i) is a “United States person” as defined in Section 7701(a)(30) of the Code and (ii) shall provide a certification of non-foreign status, in such form as may be requested by the Depositor or the Indenture Trustee (e.g., IRS Form W-9), signed under penalties of perjury (and such other certification, representations or Opinion of Counsel as may be requested in this regard by the Depositor or the Indenture Trustee). 16 (NALT 20[●]-[●] Indenture)