Common use of Rights of Indenture Trustee Clause in Contracts

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 Issuer’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 Issuer’s Certificate or Opinion of Counsel. (c) The Indenture Trustee in any of its capacities may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee, and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, any such agent, attorney, custodian or nominee appointed with due care by it hereunder. (d) The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, however, that such action or omission by the Indenture Trustee does not constitute willful misconduct, negligence or bad faith. (e) The Indenture Trustee may consult with counsel, and the advice or opinion of counsel with respect to legal matters relating to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel. (f) The Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of the Noteholders pursuant to this Indenture, unless such Noteholders shall have offered to the Indenture Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. (g) The Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document, but the Indenture Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Indenture Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Issuer, personally or by agent or attorney. In no event shall the Indenture Trustee have any responsibility to monitor CarMax’s compliance with or be charged with knowledge of the risk retention rules of 17 CFR Part 246, nor shall it be liable to any investor, Holder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effect. (h) Any permissive right or privilege of the Indenture Trustee hereunder shall not be deemed to be or otherwise construed as a duty or obligation. (i) The Indenture Trustee shall not be liable for the failure to perform its duties hereunder if such failure is a direct or proximate result of another party failing to perform its duties.

Rights of Indenture Trustee. (a) The Except as otherwise provided in the second succeeding sentence, the Indenture Trustee may conclusively rely on on, and shall be protected in acting or refraining from acting upon, any resolution, Officer’s Certificate, Opinion of Counsel, certificate of auditors, Independent Certificate or any other document believed by it to be genuine and to have been signed or presented by the proper Personperson. The Indenture Trustee need not investigate any fact, calculation or matter stated in the document. Notwithstanding the foregoing, the Indenture Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Indenture Trustee that shall be specifically required to be furnished pursuant to any provision of this Indenture, shall examine them to determine whether they comply as to form to the requirements of this Indenture. (b) Before the Indenture Trustee acts or refrains from acting, it may request and shall be entitled to receive require an IssuerOfficer’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 IssuerOfficer’s Certificate or Opinion of Counsel. (c) The Indenture Trustee in any of its capacities 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 Trustee’s conduct 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 trusts or powers vested in it by this Indenture or to institute, conduct or defend any litigation hereunder or in relation hereto at the request request, order or direction of any of the Noteholders Noteholders, pursuant to the provisions of this Indenture, unless such Noteholders shall have offered to the Indenture Trustee security or indemnity reasonably satisfactory to it the Indenture Trustee against the costs, expenses and liabilities which might may be incurred therein or thereby; provided, however, nothing contained herein shall, however, relieve the Indenture Trustee of the obligation, upon the occurrence of an Event of Default of which a Responsible Officer of the Indenture Trustee shall have actual knowledge (which has not been cured), to exercise such of the rights and powers vested in it by it this Indenture, and to use the same degree of care and skill in compliance with their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such request or directionperson’s own affairs. (g) The right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture shall not be construed as a duty, and the Indenture Trustee shall not be answerable in the performance of such act for other than its negligence or willful misconduct. (h) The Indenture Trustee shall not be bound required to make give any investigation into bond or surety in respect of the facts execution of the Owner Trust Estate created hereby or matters stated the powers granted hereunder. (i) All rights of action and claims under this Indenture or the Note may be prosecuted and enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any resolutionproceeding relating thereto, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document, but the Indenture Trustee, in its discretion, may make any such further inquiry or investigation into such facts or matters as it may see fit, and, if proceeding instituted by the Indenture Trustee shall determine be brought in its own name or in its capacity as Indenture Trustee. Any recovery of judgment shall, after provision for the payments to make such further inquiry or investigationthe Indenture Trustee provided for in Section 6.07, it shall be entitled to examine for the books, records and premises ratable benefit of the Issuer, personally or by agent or attorney. Noteholders in respect of which such judgment has been recovered. (j) In no event shall the Indenture Trustee have be responsible or liable for any responsibility to monitor CarMax’s compliance with failure or be charged with knowledge delay in the performance of the risk retention rules its obligations hereunder arising out of 17 CFR Part 246or caused by, nor shall directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities; it be liable to any investor, Holder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effect. (h) Any permissive right or privilege of being understood that the Indenture Trustee hereunder shall not be deemed use reasonable efforts which are consistent with accepted practices in the banking industry to be or otherwise construed resume performances as a duty or obligationsoon as practicable under the circumstances. (i) The Indenture Trustee shall not be liable for the failure to perform its duties hereunder if such failure is a direct or proximate result of another party failing to perform its duties.

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. The Indenture Trustee need not investigate any fact or matters stated in the document. (b) Before the Indenture Trustee acts or refrains from acting, it may request and shall be entitled to receive require an Issuer’s 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 Issuer’s Officer's Certificate or Opinion of CounselCounsel unless it is proved that the Indenture Trustee was negligent in such reliance. (c) The Indenture Trustee in any of its capacities 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 any of the Noteholders pursuant to this Indenture, unless such Noteholders shall have offered to the Indenture Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. (g) The Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document, but the Indenture Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Indenture Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Issuer, personally or by agent or attorney. In no event shall the Indenture Trustee have any responsibility to monitor CarMax’s compliance with or be charged with knowledge of the risk retention rules of 17 CFR Part 246, nor shall it be liable to any investor, Holder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effect. (h) Any permissive right or privilege of the Indenture Trustee hereunder shall not be deemed to be or otherwise construed as a duty or obligation. (i) The Indenture Trustee shall not be liable for the failure to perform its duties hereunder if such failure is a direct or proximate result of another party failing to perform its duties.

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 Personperson. The Indenture Trustee need not investigate any fact or matter stated in the document. (b) Before the Indenture Trustee acts or refrains from acting, it may request and shall be entitled to receive require an IssuerOfficer’s Certificate (with respect to factual matters) or an Opinion of Counsel, as applicable. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an Issuerthe Officer’s Certificate or Opinion of Counsel. (c) The Indenture Trustee in any of its capacities may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through Affiliates, 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 Trustee’s conduct does not constitute willful misconduct, negligence or bad faith. (e) The Indenture Trustee may consult with counsel, and the advice of such counsel or opinion any Opinion of counsel 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 such advice or opinion Opinion of such counselCounsel. (f) The Indenture Trustee shall be under no obligation to exercise institute, conduct or defend any litigation under this Indenture or in relation to this Indenture, at the request, order or direction of any of the Holders of Notes, pursuant to the provisions of this Indenture, unless such Holders of Notes shall have offered to the Indenture Trustee reasonable security or indemnity against the costs, expenses and liabilities that may be incurred therein or thereby; provided, however, that the Indenture Trustee shall, upon the occurrence of an Event of Default (that has not been cured), exercise the rights or and 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 a manner consistent with such request or directionSection 6.01. (g) The Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bondapproval, debenture bond or other paper or document, but unless so requested by the Holders of Notes evidencing not less than 25% of the Outstanding Amount of the Notes; provided, however, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of 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 not reasonably assured to the Indenture Trustee shall determine by the security afforded to make such further inquiry it by the terms of this Indenture or investigationthe Sale and Servicing Agreement, it shall be entitled to examine the books, records and premises of the Issuer, personally or by agent or attorney. In no event shall the Indenture Trustee have any responsibility may require reasonable indemnity against such cost, expense or liability as a condition to monitor CarMax’s compliance with or so proceeding; the reasonable expense of every such examination shall be charged with knowledge of paid by the risk retention rules of 17 CFR Part 246Person making such request, nor shall it be liable to any investoror, Holder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effect. (h) Any permissive right or privilege of if paid by the Indenture Trustee hereunder Trustee, shall not be deemed to be or otherwise construed as a duty or obligationreimbursed by the Person making such request upon demand. (i) The Indenture Trustee shall not be liable for the failure to perform its duties hereunder if such failure is a direct or proximate result of another party failing to perform its duties.

Rights of Indenture Trustee. (a) The Except as otherwise provided in the second succeeding sentence, the Indenture Trustee may conclusively rely on and shall be protected in acting upon or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, note, direction, demand, election or other paper or document believed by it to be genuine and to have been signed or presented by the proper Personperson. The Indenture Trustee need not investigate any fact or matter stated in the document. Notwithstanding the foregoing, the Indenture Trustee, subject to Section 6.01(b)(ii) upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Indenture Trustee that shall be specifically required to be furnished pursuant to any provision of this Indenture, shall examine them to determine whether they comply as to form to the requirements of this Indenture. (b) Before the Indenture Trustee acts or refrains from acting, it may request and shall be entitled require an Officer's Certificate (with respect to receive an Issuer’s Certificate factual matters) or an Opinion of Counsel, as applicable. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an Issuer’s the Officer's Certificate or Opinion of Counsel. (c) The Indenture Trustee in any of its capacities 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, nominee and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, of any such agent, attorney, custodian or nominee appointed by the Indenture Trustee with due care by it hereundercare. (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 Trustee's conduct 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 trusts or powers vested in it by this Indenture or to institute, conduct or defend any litigation hereunder or in relation hereto at the request request, order or direction of any of the Noteholders Noteholders, pursuant to the provisions of this Indenture, unless such Noteholders shall have offered to the Indenture Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities which might may be incurred therein or thereby; nothing contained herein shall, however, relieve the Indenture Trustee of the obligation, during the continuance of an Event of Default of which a Responsible Officer of the Indenture Trustee shall have actual knowledge, to exercise such of the rights and powers vested in it by it this Indenture, and to use the same degree of care and skill in compliance with their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such request or directionperson's own affairs. (g) The Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bondapproval, debenture bond or other paper or document, but unless requested in writing to do so by a majority of Noteholders; provided, however, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of 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 not reasonably assured to the Indenture Trustee shall determine by the security afforded to make such further inquiry or investigationit by the terms of this Agreement, it shall be entitled to examine the books, records and premises of the Issuer, personally or by agent or attorney. In no event shall the Indenture Trustee have may require reasonable indemnity against such cost, expense or liability as a condition to taking any responsibility to monitor CarMax’s compliance with or be charged with knowledge of the risk retention rules of 17 CFR Part 246, nor shall it be liable to any investor, Holder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effectaction. (h) Any permissive The right or privilege of the Indenture Trustee hereunder to perform any discretionary act enumerated in this Indenture shall not be deemed to be or otherwise construed as a duty or obligation. (i) The duty, and the Indenture Trustee shall not be liable answerable for other than its willful misconduct, negligence or bad faith in the failure to perform its duties hereunder if performance of such failure is a direct or proximate result of another party failing to perform its dutiesact.

Rights of Indenture Trustee. (a) The Except as otherwise provided in Section 6.01: (i) the Indenture Trustee may conclusively rely on and shall be protected in acting or refraining from acting upon any resolution, Officer’s Certificate, certificate of an authorized signatory, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper Person.party or parties; (bii) Before the Indenture Trustee acts or refrains from acting, it may request and shall be entitled to receive an Issuer’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 Issuer’s Certificate or Opinion of Counsel. (c) The Indenture Trustee in any of its capacities 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, counsel and the advice or opinion any Opinion of counsel with respect to legal matters relating to this Indenture and the Notes Counsel shall be full and complete authorization and protection from liability in respect to of any action taken, omitted taken or suffered or omitted by it hereunder under this Indenture in good the absence of bad faith and in accordance with the advice or opinion such Opinion of such counsel.Counsel; (fiii) The the Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or the Sale and Servicing Agreement, or to institute, conduct or defend any litigation under this Indenture, or in relation to this Indenture or the Sale and Servicing Agreement, at the request request, order or direction of any of the Noteholders pursuant to the provisions of this IndentureIndenture or the Sale and Servicing Agreement, unless such Noteholders shall have offered to the Indenture Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities which might (including the reasonable fees of counsel) that may be incurred therein or thereby; (iv) the Indenture Trustee shall not be personally liable for any action taken, suffered or omitted by it in compliance with such request the absence of bad faith and reasonably believed by it to be authorized or direction.within the discretion or rights or powers conferred upon it by this Indenture; (gv) The the Indenture Trustee shall not be bound to recalculate, reverify, or make any investigation into the facts or of matters stated in any Servicer’s Certificate, resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bondapproval, debenture bond or other paper or document, but unless requested in writing to do so by Holders of Notes evidencing not less than 25% of the aggregate Outstanding Amount of the Notes of the Controlling Class (acting together as a single Class); provided, however, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of 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 not reasonably assured to the Indenture Trustee shall determine by the security afforded to make such further inquiry or investigationit by the terms of this Indenture, it shall be entitled to examine the books, records and premises of the Issuer, personally or by agent or attorney. In no event shall the Indenture Trustee have any responsibility may require reasonable indemnity against such cost, expense or liability as a condition to monitor CarMax’s compliance with or so proceeding; the reasonable expense of every such examination shall be charged with knowledge paid by the Administrator or, if paid by the Indenture Trustee, shall be reimbursed by the Administrator upon demand; and nothing in this clause shall derogate from the obligation of the risk retention rules Servicer to observe any applicable law prohibiting disclosure of 17 CFR Part 246, nor shall it be liable to information regarding the Obligors; and (vi) the Indenture Trustee may execute any investor, Holder, of the trusts or powers under this Indenture or perform any party whatsoever for violation of such rules duties under this Indenture either directly or requirements by or such similar provisions now through agents or hereafter in effectattorneys or a custodian. (hb) Any permissive No Noteholder will have any right or privilege of to institute any proceeding with respect to this Indenture except upon satisfying the Indenture Trustee hereunder shall not be deemed to be or otherwise construed as a duty or obligationconditions set forth in Section 5.06. (i) The Indenture Trustee shall not be liable for the failure to perform its duties hereunder if such failure is a direct or proximate result of another party failing to perform its duties.

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 IssuerOfficer’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 IssuerOfficer’s Certificate or Opinion of CounselCounsel unless it is proved that the Indenture Trustee was negligent in such reliance. (c) The Indenture Trustee in any of its capacities may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee, and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, any such agent, attorney, custodian or nominee appointed with due care by it hereunder. (d) The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, however, that such action or omission by the Indenture Trustee does not constitute willful misconduct, negligence or bad faith. (e) The Indenture Trustee may consult with counsel, and the advice or opinion of counsel with respect to legal matters relating to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel. (f) The Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of the Noteholders pursuant to this Indenture, unless such Noteholders shall have offered to the Indenture Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. (g) The Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document, but the Indenture Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Indenture Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Issuer, personally or by agent or attorney. In no event shall the Indenture Trustee have any responsibility to monitor CarMax’s compliance with or be charged with knowledge of the risk retention rules of 17 CFR Part 246, nor shall it be liable to any investor, Holder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effect. (h) Any permissive right or privilege of the Indenture Trustee hereunder shall not be deemed to be or otherwise construed as a duty or obligation. (i) The Indenture Trustee shall not be liable for the failure to perform its duties hereunder if such failure is a direct or proximate result of another party failing to perform its duties.

Rights of Indenture Trustee. (a) The Except as otherwise provided in the second succeeding sentence, the Indenture Trustee may conclusively rely on on, and shall be protected in acting or refraining from acting upon, any resolution, Officer’s Certificate, Opinion of Counsel, certificate of auditors, Independent Certificate or any other document believed by it to be genuine and to have been signed or presented by the proper Personperson. The Indenture Trustee need not investigate any fact, calculation or matter stated in the document. Notwithstanding the foregoing, the Indenture Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Indenture Trustee that shall be specifically required to be furnished pursuant to any provision of this Indenture, shall examine them to determine whether they comply as to form to the requirements of this Indenture. (b) Before the Indenture Trustee acts or refrains from acting, it may request and shall be entitled to receive require an IssuerOfficer’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 IssuerOfficer’s Certificate or Opinion of Counsel. (c) The Indenture Trustee in any of its capacities 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 Trustee’s conduct 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 trusts or powers vested in it by this Indenture or to institute, conduct or defend any litigation hereunder or in relation hereto at the request request, order or direction of any of the Noteholders Noteholders, pursuant to the provisions of this Indenture, other than requests, demands or directions relating to an asset representations review pursuant to Section 7.05, unless such Noteholders shall have offered to the Indenture Trustee security or indemnity reasonably satisfactory to it the Indenture Trustee against the costs, expenses and liabilities which might may be incurred therein or thereby; provided, however, nothing contained herein shall relieve the Indenture Trustee of the obligation, upon the occurrence of an Event of Default of which a Responsible Officer of the Indenture Trustee shall have actual knowledge (which has not been cured), to exercise such of the rights and powers vested in it by it this Indenture, and to use the same degree of care and skill in compliance with their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such request or directionperson’s own affairs. (g) The right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture shall not be construed as a duty, and the Indenture Trustee shall not be answerable in the performance of such act for other than its negligence or willful misconduct. (h) The Indenture Trustee shall not be bound required to make give any investigation into bond or surety in respect of the facts execution of the Owner Trust Estate created hereby or matters stated the powers granted hereunder. (i) All rights of action and claims under this Indenture or the Note may be prosecuted and enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any resolutionproceeding relating thereto, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document, but the Indenture Trustee, in its discretion, may make any such further inquiry or investigation into such facts or matters as it may see fit, and, if proceeding instituted by the Indenture Trustee shall determine be brought in its own name or in its capacity as Indenture Trustee. Any recovery of judgment shall, after provision for the payments to make such further inquiry or investigationthe Indenture Trustee provided for in Section 6.07, it shall be entitled to examine for the books, records and premises ratable benefit of the Issuer, personally or by agent or attorney. Noteholders in respect of which such judgment has been recovered. (j) In no event shall the Indenture Trustee have be responsible or liable for any responsibility failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, Force Majeure; it being understood that the Indenture Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to monitor CarMax’s compliance with or be charged with knowledge of resume performances as soon as practicable under the risk retention rules of 17 CFR Part 246, nor shall it be liable to any investor, Holder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effectcircumstances. (h) Any permissive right or privilege of the Indenture Trustee hereunder shall not be deemed to be or otherwise construed as a duty or obligation. (ik) The Indenture Trustee shall not be liable for obligated to monitor, supervise or enforce the failure performance of the Depositor or Sponsor under the Basic Documents, except as otherwise expressly required herein or therein. (l) The Indenture Trustee shall not be required to perform its duties hereunder take any action it is directed to take under this Indenture if such failure is a direct the Indenture Trustee reasonably determines in good faith that the action so directed would involve the Indenture Trustee in personal liability or proximate result violate applicable law binding upon it (which determination may be based on an Opinion of another party failing to perform its dutiesCounsel).

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 Personperson. (b) Before the Indenture Trustee acts or refrains from acting, it may request and shall be entitled to receive require an IssuerOfficer’s Certificate of the Issuing Entity 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 IssuerOfficer’s Certificate or Opinion of Counsel. (c) The Indenture Trustee in any of its capacities 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 Trustee’s conduct does not constitute willful misconduct, negligence or bad faith. (e) The Indenture Trustee may consult with counselcounsel of its own selection, 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 or to institute, conduct or defend any litigation hereunder or in relation hereto or to honor the request or direction of any of the Noteholders pursuant to this Indenture, Indenture unless such Noteholders shall have offered to the Indenture Trustee security or indemnity reasonably satisfactory to it against the reasonable costs, expenses expenses, disbursements, advances and liabilities which might be incurred by it it, its agents and its counsel in compliance with such request or direction. (g) The Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bondapproval, debenture bond or other paper or document, but unless requested in writing to do so by the Holders of Notes representing at least 25% of the Controlling Securities; provided that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture, the Indenture Trustee may require indemnity satisfactory to the Indenture Trustee in its discretionreasonable discretion against such cost, may make expense or liability as a condition to taking any such further inquiry or investigation into such facts or matters action. (h) The right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture shall not be construed as it may see fita duty, and, if and the Indenture Trustee shall determine not be answerable for other than its willful misconduct, negligence or bad faith in the performance of such act. (i) The rights, privileges, protections, immunities and benefits given to make such further inquiry or investigationthe Indenture Trustee, it including, without limitation, its right to be indemnified, are extended to, and shall be entitled enforceable by, the Indenture Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to examine the books, records and premises of the Issuer, personally or by agent or attorney. act hereunder. (j) In no event shall the Indenture Trustee have be responsible or liable for any responsibility failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities; it being understood that the Indenture Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to monitor CarMax’s compliance with or be charged with knowledge of resume performance as soon as practicable under the risk retention rules of 17 CFR Part 246, nor shall it be liable to any investor, Holder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effectcircumstances. (hk) Any permissive right or privilege of In no event shall the Indenture Trustee hereunder shall not be deemed to be or otherwise construed as a duty or obligation. personally liable (i) The Indenture Trustee shall not be liable for special, consequential or punitive damages, (ii) for the failure to perform acts or omissions of its duties hereunder if such failure is a direct nominees, correspondents, clearing agencies or proximate result securities depositories and (iii) for the acts or omissions of another party failing to perform its dutiesbrokers or dealers.

Rights of Indenture Trustee. (a) The Indenture Trustee may conclusively rely and shall be fully protected in acting on any document reasonably believed by it to be genuine and to have been signed or presented by the proper Person. The Indenture Trustee need not investigate any fact or matter stated in any such document. (b) Before the Indenture Trustee acts or refrains from acting, it may request and shall be entitled to receive require an IssuerOfficer’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 Issuerthe Officer’s Certificate or Opinion of Counsel. (c) The Indenture Trustee in any of its capacities may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or agents, attorneys, a custodian or a 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 hereunderit. (d) The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which that it believes to be authorized or within its rights or powers; provided, however, that such action or omission by the Indenture Trustee Trustee’s conduct 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 not be under no obligation required to exercise make any initial or periodic examination of the rights any files 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 records related to the Indenture Trustee security Receivables for the purpose of establishing the presence or indemnity satisfactory to it against absence of defects, the costs, expenses compliance by the Issuing Entity with its representations and liabilities which might be incurred by it in compliance with such request warranties or directionfor any other purpose. (g) The Indenture Trustee shall not be bound to make any investigation into In the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document, but the Indenture Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if event that the Indenture Trustee is also acting as Paying Agent or Note Registrar hereunder, the rights and protections afforded to the Indenture Trustee pursuant to this Article VI shall determine also be afforded to make the Indenture Trustee in its capacity as such further inquiry Paying Agent or investigationNote Registrar. (h) Anything in this Indenture to the contrary notwithstanding, it shall be entitled to examine the books, records and premises of the Issuer, personally or by agent or attorney. In in no event shall the Indenture Trustee have any responsibility to monitor CarMax’s compliance with or be charged with knowledge of the risk retention rules of 17 CFR Part 246, nor shall it be liable for special, indirect, incidental, punitive or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), whether or not any investorsuch damages were foreseeable or contemplated, Holder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effect. (h) Any permissive right or privilege of even if the Indenture Trustee hereunder shall not be deemed to be has been advised of the likelihood of such loss or otherwise construed as a duty or obligationdamage and regardless of the form of action. (i) The Indenture Trustee shall not be liable for the failure to perform its duties hereunder if such failure is a direct or proximate result of another party failing to perform its duties.

Rights of Indenture Trustee. (a) The Except as otherwise provided in the second succeeding sentence, the Indenture Trustee may conclusively rely on on, and shall be protected in acting or refraining from acting upon, any resolution, Officer's Certificate, Opinion of Counsel, certificate of auditors, Independent Certificate or any other document believed by it to be genuine and to have been signed or presented by the proper Personperson. The Indenture Trustee need not investigate any fact, calculation or matter stated in the document. Notwithstanding the foregoing, the Indenture Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Indenture Trustee that shall be specifically required to be furnished pursuant to any provision of this Indenture, shall examine them to determine whether they comply as to form to the requirements of this Indenture. (b) Before the Indenture Trustee acts or refrains from acting, it may request and shall be entitled to receive require an Issuer’s 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 Issuer’s Officer's Certificate or Opinion of Counsel. (c) The Indenture Trustee in any of its capacities 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 Trustee's conduct 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 trusts or powers vested in it by this Indenture or to institute, conduct or defend any litigation hereunder or in relation hereto at the request request, order or direction of any of the Noteholders Noteholders, pursuant to the provisions of this Indenture, unless such Noteholders shall have offered to the Indenture Trustee security or indemnity reasonably satisfactory to it the Indenture Trustee against the costs, expenses and liabilities which might may be incurred therein or thereby; provided, however, nothing contained herein shall, however, relieve the Indenture Trustee of the obligation, upon the occurrence of an Event of Default of which a Responsible Officer of the Indenture Trustee shall have actual knowledge (which has not been cured), to exercise such of the rights and powers vested in it by it this Indenture, and to use the same degree of care and skill in compliance with their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such request or directionperson's own affairs. (g) The right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture shall not be construed as a duty, and the Indenture Trustee shall not be answerable in the performance of such act for other than its negligence or willful misconduct. (h) The Indenture Trustee shall not be bound required to make give any investigation into the facts bond or matters stated surety in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document, but the Indenture Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Indenture Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises respect of the Issuer, personally or by agent or attorney. In no event shall the Indenture Trustee have any responsibility to monitor CarMax’s compliance with or be charged with knowledge execution of the risk retention rules of 17 CFR Part 246, nor shall it be liable to any investor, Holder, Owner Trust Estate created hereby or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effect. (h) Any permissive right or privilege of the Indenture Trustee hereunder shall not be deemed to be or otherwise construed as a duty or obligationpowers granted hereunder. (i) The All rights of action and claims under this Indenture or the Note may be prosecuted and enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any proceeding relating thereto, any such proceeding instituted by the Indenture Trustee shall not be liable brought in its own name or in its capacity as Indenture Trustee. Any recovery of judgment shall, after provision for the failure payments to perform its duties hereunder if the Indenture Trustee provided for in Section 6.07, be for the ratable benefit of the Noteholders in respect of which such failure is a direct or proximate result of another party failing to perform its dutiesjudgment has been recovered.

Rights of Indenture Trustee. (a) The Indenture Trustee may conclusively rely on the face value of any document believed by it to be genuine and to have been signed or presented by the proper Personperson. The Indenture Trustee need not investigate any fact or matter stated in the document. (b) Before the Indenture Trustee acts or refrains from acting, it may request and shall be entitled to receive require an IssuerOfficer’s Certificate or an Opinion of CounselCounsel from the appropriate party. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an IssuerOfficer’s Certificate or Opinion of CounselCounsel from the appropriate party. The right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture or in any Basic Document shall not be construed as a duty of the Indenture Trustee and the Indenture Trustee shall not be answerable for other than its negligence or willful misconduct in the performance of such discretionary act. (c) The Indenture Trustee in any of its capacities 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, nominee and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, of any such agent, attorney, attorney or custodian or nominee appointed by the Indenture Trustee with due care by it hereundercare. (d) The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which that it believes to be authorized or within its rights or powers; provided, however, that such action or omission by the Indenture Trustee Trustee’s conduct does not constitute willful misconduct, negligence or bad faith. (e) The Indenture Trustee may consult consult, at the Issuer’s expense and paid in accordance with Section 4.16 of the Sale and Servicing Agreement or, to the extent not so paid, in accordance with and in the priority set forth in Section 5.05(b) of the Sale and Servicing Agreement, 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) In the event that the Indenture Trustee is also acting as Paying Agent, Note Registrar or collateral agent, the rights and protections afforded to the Indenture Trustee pursuant to this Article 6 shall be afforded to such Paying Agent, Note Registrar or collateral agent. (g) The Indenture Trustee shall be under no obligation to exercise any of the rights trusts or powers vested in it by this Indenture or to institute, conduct or defend any litigation hereunder or in relation hereto at the request request, order or direction of any of the Noteholders Noteholders, pursuant to the provisions of this Indenture, unless such Noteholders shall have offered to the Indenture Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities which might may be incurred by it in compliance with such request therein or direction.thereby; (gh) The right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture shall not be construed as a duty, and the Indenture Trustee shall not be bound to make any investigation into answerable for other than its negligence or willful misconduct in the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document, but the Indenture Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Indenture Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Issuer, personally or by agent or attorney. In no event shall the Indenture Trustee have any responsibility to monitor CarMax’s compliance with or be charged with knowledge of the risk retention rules of 17 CFR Part 246, nor shall it be liable to any investor, Holder, or any party whatsoever for violation performance of such rules or requirements or such similar provisions now or hereafter in effect. (h) Any permissive right or privilege of the Indenture Trustee hereunder shall not be deemed to be or otherwise construed as a duty or obligation.act; and (i) The Indenture Trustee shall not be liable for required to give any bond or surety in respect of the failure to perform its duties hereunder if such failure is a direct or proximate result of another party failing to perform its dutiespowers granted hereunder.

Rights of Indenture Trustee. (a) The Indenture Trustee may conclusively rely on any document reasonably believed by it to be genuine and to have been signed or presented by the proper Personperson. The Indenture Trustee need not investigate any fact or matter stated in the document. (b) Before the Indenture Trustee acts or refrains from acting, it may request and shall be entitled to receive require an IssuerOfficer’s Certificate (with respect to factual matters) or an Opinion of Counsel, as applicable. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an Issuerthe Officer’s Certificate or Opinion of Counsel. (c) The Indenture Trustee in any of its capacities may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through Affiliates, 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 Trustee’s conduct does not constitute willful misconduct, negligence or bad faith. (e) The Indenture Trustee may consult with counsel, and the advice of such counsel or opinion any Opinion of counsel 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 such advice or opinion Opinion of such counselCounsel. (f) The Indenture Trustee shall be under no obligation to exercise institute, conduct or defend any litigation under this Indenture or in relation to this Indenture, at the request, order or direction of any of the Holders of Notes, pursuant to the provisions of this Indenture, unless such Holders of Notes shall have offered to the Indenture Trustee reasonable security or indemnity against the costs, expenses and liabilities that may be incurred therein or thereby; provided, however, that the Indenture Trustee shall, upon the occurrence of an Event of Default (that has not been cured), exercise the rights or and 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 a manner consistent with such request or directionSection 6.01. (g) The Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bondapproval, debenture bond or other paper or document, but unless so requested by the Holders of Notes evidencing not less than 25% of the Outstanding Amount of the Notes; provided, however, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of 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 not reasonably assured to the Indenture Trustee shall determine by the security afforded to make such further inquiry it by the terms of this Indenture or investigationthe Sale and Servicing Agreement, it shall be entitled to examine the books, records and premises of the Issuer, personally or by agent or attorney. In no event shall the Indenture Trustee have any responsibility may require reasonable indemnity against such cost, expense or liability as a condition to monitor CarMax’s compliance with or so proceeding; the reasonable expense of every such examination shall be charged with knowledge of paid by the risk retention rules of 17 CFR Part 246Person making such request, nor shall it be liable to any investoror, Holder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effect. (h) Any permissive right or privilege of if paid by the Indenture Trustee hereunder Trustee, shall not be deemed to be or otherwise construed as a duty or obligationreimbursed by the Person making such request upon demand. (i) The Indenture Trustee shall not be liable for the failure to perform its duties hereunder if such failure is a direct or proximate result of another party failing to perform its duties.

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 Personperson. The Indenture Trustee need not investigate any fact or matter stated in the document. Without limiting the generality of the foregoing, the following provisions of this Section 6.02 shall apply notwithstanding any provision of this Indenture or any other Transaction Document to the contrary. (b) Before the Indenture Trustee acts or refrains from acting, it may request and shall be entitled to receive require, at the expense of the Issuer, an Issuer’s Officers’ Certificate or an Opinion of CounselCounsel or both. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an Issuer’s any Officers’ Certificate or Opinion of Counsel. (c) The Indenture Trustee in any of its capacities may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or act through agents or attorneys or a custodian or nominee, and the Indenture Trustee shall not be responsible for any the misconduct or negligence on the part of, or for the supervision of, of any such agent, attorney, custodian or nominee agent appointed with due care by it hereundercare. (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 Trustee’s conduct does not constitute willful misconduct, negligence misconduct or bad faithgross negligence. (e) The Indenture Trustee may may, at the expense of Issuer, consult with counsel, counsel of its own selection and the advice or opinion of counsel with respect to legal matters relating to this Indenture and Indenture, the Notes Notes, or any other Transaction Documents or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect to of any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counselcounsel or Opinion of Counsel. (f) The Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of the Noteholders pursuant to this Indenture, unless such Noteholders shall have offered to the Indenture Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. (g) The Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, approval, bond, debenture debenture, note or other paper or documentdocument unless requested in writing to do so by the Required Holders, 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. In , at the expense of the Issuer and shall incur no event liability of any kind by reason of such inquiry or investigation. (g) The Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or any other Transaction Document at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Indenture Trustee have any responsibility security or indemnity satisfactory to monitor CarMax’s the Indenture Trustee in its sole discretion against the costs, expenses and liabilities which might be incurred by it in compliance with such request or be charged with knowledge of the risk retention rules of 17 CFR Part 246, nor shall it be liable to any investor, Holder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effectdirection. (h) Any permissive The rights, privileges, protections, immunities and benefits given to the Indenture Trustee, including its right or privilege of to be compensated, reimbursed and indemnified as provided in Section 6.06, are extended to, and shall be enforceable by, the Indenture Trustee hereunder shall not be deemed in each of its capacities hereunder, and each agent, custodian and other Person employed to be or otherwise construed as a duty or obligationact hereunder. (i) The Indenture Trustee shall not be liable for any action taken or omitted by it in good faith at the direction of the Required Holders or the Holders of a majority in principal amount of the Notes, including, without limitation, any action with respect to the time, method and place of conducting any proceedings for any remedy available to the Indenture Trustee or the exercising of any power conferred by this Indenture or any other Transaction Document. (j) Any action taken, or omitted to be taken, by the Indenture Trustee in good faith pursuant to this Indenture or any other Transaction Document upon the request or authority or consent of any Person who, at the time of making such request or giving such authority or consent, is the Holder of any Note shall be conclusive and binding upon future Holders of Notes and upon Notes executed and delivered in exchange therefor or in place thereof. (k) In no event shall the Indenture Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, any force majeure event, or strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Indenture Trustee shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. (l) In the event the signature of the Indenture Trustee is required in connection with any sale of any portion of the Collateral, the Issuer, or if during or after an Event of Default, the Holders, shall ensure that the language set forth in Exhibit C shall be included in any document where such signature(s) may be required. The failure of such language to be so included shall excuse the Indenture Trustee from being required to join in the execution of such documents, without regard to any consequences that may result therefrom. (m) Any request or direction of the Issuer mentioned herein shall be sufficiently evidenced by an Issuer Order. (n) As a condition to the taking or omitting of any action by it hereunder, the Indenture Trustee may at the expense of the Issuer consult with counsel and the advice of such counsel or any opinion of counsel shall be full and complete authorization and protection in respect of any action taken or omitted by it hereunder in good faith and in reliance thereon. The Indenture Trustee shall not be required to take any action hereunder or otherwise if it shall have reasonably determined, on the advice of counsel, that such action is likely to result in liability on the part of the Indenture Trustee for which it has not received adequate indemnity or is contrary to the terms hereof or is otherwise contrary to law. (o) Whenever this Indenture or any other Transaction Document provides that an action may be taken or not taken at the option, election or in the discretion of the Indenture Trustee, the Indenture Trustee shall have no obligation or duty to exercise such option, make such election, or exercise such discretion except upon the reasonable written instructions of the Issuer or the Required Holders. The Indenture Trustee shall have no liability to any party for carrying out any such direction. (p) The permissive rights of the Indenture Trustee to take or refrain from taking any action enumerated in this Indenture or any other Transaction Document shall not be treated as a duty. (q) Notwithstanding anything contained herein or in any other Transaction Document to the contrary, the Indenture Trustee (as such and in its individual capacity) shall have no duty or responsibility to perform any calculations for, or make any determinations as to the amounts, times, recipients, or other particulars of, any payments and/or transfers to be made by the Indenture Trustee or any other Person under this Indenture or any other Transaction Document, except as expressly required by the terms of this Indenture. (r) The Indenture Trustee shall not be responsible for or in respect of and makes no representation as to the validity or sufficiency of any provision of this Indenture or for the due execution hereof by the Issuer or for the form, character, genuineness, sufficiency, value or validity of any of the Collateral, and the Indenture Trustee shall in no event assume or incur any liability, duty or obligation to the Issuer, to any Holders, or to any other Person other than as expressly provided for herein. (s) The Indenture Trustee shall not be required to give any bond or surety in respect of the execution of this Indenture or any other Transaction Document or otherwise. (t) Whether or not therein expressly so provided, every provision of this Indenture or any other Transaction Document (including, without limitation, the Pledge Agreement and the Irish Share Charge) relating to the conduct, rights, powers, duties obligations or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Section 6.02. (u) The Issuer hereby agrees and, as evidenced by its duties hereunder if acceptance of any benefits hereunder, each Holder agrees that the Indenture Trustee in any capacity has not provided and will not provide in the future, any advice, counsel or opinion regarding the tax, financial, investment or insurance implications and consequences of the preservation, funding, ongoing administration or otherwise with respect to the Collateral. By accepting delivery of a Note or any portion thereof, each of the Holders will be deemed to have acknowledged that it has conducted its own thorough investigation and exercised its own due diligence before considering an investment in the Notes, and acknowledged that the decision to purchase a Note or any portion thereof is its own and that it has not and will not rely on the Indenture Trustee for such failure purpose. The Indenture Trustee assumes no responsibility whatsoever as to the advisability of purchasing the Notes or any portion thereof. (v) The Indenture Trustee shall be under no obligation to institute, conduct or defend any litigation under this Indenture or in relation to this Indenture or any other Transaction Document, at the request, order or direction of any of the Holders, pursuant to the provisions of this Indenture or any other Transaction Document, unless such Holders shall have offered to the Indenture Trustee reasonable security or indemnity against the costs, expenses and liabilities that may be incurred therein or thereby. (w) If the Indenture Trustee believes inconsistent alternative courses of action are permitted or required by the terms of this Indenture or any of the Transaction Documents, to which the Indenture Trustee is a direct party, believes that the terms of the Indenture or proximate result any of another the Transaction Documents, to which the Indenture Trustee is a party failing are ambiguous, or is unsure as to perform the application, intent, interpretation or meaning of any provision of this Indenture or any other Transaction Document to which it is a party, the Indenture Trustee after reasonable diligence and consultation with counsel, shall take such action which, in its dutiesview, is in the best interest of the Holders and consistent with this Indenture unless it otherwise receives written direction from the Required Holders prior to such action, and notwithstanding any provision of this Indenture or any Transaction Document, or otherwise, the Indenture Trustee shall have no liability to any Person for any such action or following such direction. (x) The receipt by the Indenture Trustee of any reports, information or other documents that are provided to the Indenture Trustee for purposes of enabling the sending party to comply with its document delivery requirements hereunder shall not constitute constructive or actual notice of any information contained therein or determinable from any information contained therein, including any other Person’s compliance with any of its covenants, representations or warranties hereunder, unless otherwise specifically set forth in this Indenture. (y) The parties hereto hereby agree that to the extent that any security or instrument issued by the Issuer is rated by a nationally recognized statistical rating organization, Wilmington Trust, National Association, whether in its capacity as Indenture Trustee or any other capacity hereunder, shall have no duty or obligation to (i) maintain any password-protected web site within the meaning of 17 CFR 240.17g- 5 (a “Site”), or (ii) upload any information required to be maintained on such Site. (z) The Indenture Trustee assumes no responsibility for the performance of any obligations of the Issuer or any other Person, or for the enforceability of the Transaction Documents, the Notes, or any other instruments or other documents executed or delivered in connection herewith (or the suitability or advisability thereof for any particular purpose). The Indenture Trustee may assume performance by all such Persons of their obligations under the Transaction Documents absent written notice or actual knowledge of a Trust Officer to the contrary.

Rights of Indenture Trustee. (a) The Indenture Trustee may conclusively rely on and will be protected in acting or refraining from acting upon any certificate, instrument, opinion, report, notice, request, direction, consent or other document believed by it to be genuine and which appears on its face to have been be properly executed and signed or presented by the proper Person. The Indenture Trustee need not investigate any fact or matters stated in any such document. (b) Before the Indenture Trustee acts or refrains from acting, it may request and shall be entitled to receive require an IssuerOfficer’s Certificate or an Opinion of Counsel. The Indenture Trustee shall will not be liable for any action it takes or omits to take in good faith in reliance on an IssuerOfficer’s Certificate or Opinion of Counsel. (c) The Indenture Trustee in may exercise any of its capacities may execute any of the trusts rights or powers hereunder under this Indenture or perform any duties hereunder under this Indenture either directly or by or through agents or attorneys or a custodian or nominee, and the Indenture Trustee shall will not be responsible for any misconduct or negligence on the part of, or for the supervision of, any such agent, attorneycounsel, custodian or nominee appointed with due care by it hereunderunder this Indenture. (d) The Indenture Trustee shall will 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 powers if such action or omission by the Indenture Trustee does not constitute willful misconduct, negligence or bad faithnegligence. (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 will be full and complete authorization and protection from liability in with respect to any action taken, omitted taken or suffered not taken by it hereunder the Indenture Trustee under this Indenture in good faith and in accordance with the advice or opinion of such counsel. (f) The Indenture Trustee shall be is under no obligation to (i) exercise any of the rights or powers vested in it by this Indenture at or to expend or risk its own funds or otherwise incur financial liability in the performance of its duties under this Indenture if it has reasonable grounds to believe that repayment of funds advanced by it or adequate indemnity satisfactory to it against such risk or liability is not reasonably assured to it or (ii) honor the request or direction of any of the Noteholders pursuant to this Indenture, Indenture unless such Noteholders shall have offered to the Indenture Trustee reasonable security or indemnity satisfactory to it from and against the reasonable costs, expenses expenses, disbursements, advances and liabilities which that might be incurred by it the Indenture Trustee, or its agents, counsel, accountants and experts, in compliance complying with such request or direction. (g) The Indenture Trustee shall will not be bound to make responsible or liable for any investigation into failure or delay in the facts performance of its obligations under this Indenture arising out of or matters stated in any resolutioncaused by, certificatedirectly or indirectly, statementforces beyond its control, instrumentincluding strikes, opinionwork stoppages, reportacts of war or terrorism, noticecivil or military disturbances, requestnuclear or natural catastrophes or acts of God, directionand interruptions, consent, order, bond, debenture loss or other paper or documentmalfunctions of utilities, but the Indenture Trustee, Trustee will use reasonable efforts which are consistent with accepted practices in its discretion, may make such further inquiry or investigation into such facts or matters the banking industry to resume performance as it may see fit, and, if soon as practicable under 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. In no event shall the Indenture Trustee have any responsibility to monitor CarMax’s compliance with or be charged with knowledge of the risk retention rules of 17 CFR Part 246, nor shall it be liable to any investor, Holder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effectcircumstances. (h) Any permissive right The Indenture Trustee will not be responsible or privilege liable for special, indirect or consequential loss or damage of any kind whatsoever (including loss of profit) irrespective of whether the Indenture Trustee hereunder shall not be deemed to be has been advised of the likelihood of such loss or otherwise construed as a duty or obligationdamage and regardless of the form of action. (i) The Indenture Trustee shall not be liable for the failure to perform its duties hereunder if such failure is a direct or proximate result of another party failing to perform its duties.

Rights of Indenture Trustee. (a) The Except as provided by the second succeeding sentence, 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. The Indenture Trustee need not investigate any fact or matter stated in the document. Notwithstanding the foregoing, the Indenture Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Indenture Trustee that shall be specifically required to be furnished pursuant to any provision of this Indenture, shall examine them to determine whether they comply as to form to the requirements of this Indenture. (b) Before the Indenture Trustee acts or refrains from acting, it may request and shall be entitled to receive require an IssuerOfficer’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 IssuerOfficer’s Certificate or Opinion of Counsel. (c) The Indenture Trustee in any of its capacities 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 Trustee’s conduct does not constitute willful misconduct, negligence or bad faith. (e) The Indenture Trustee may consult with counsel, and the written advice of such counsel or opinion Opinion of counsel 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 any of the Noteholders pursuant to this Indenture, unless such Noteholders shall have offered to the Indenture Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. (g) The Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document, but the Indenture Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Indenture Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Issuer, personally or by agent or attorney. In no event shall the Indenture Trustee have any responsibility to monitor CarMax’s compliance with or be charged with knowledge of the risk retention rules of 17 CFR Part 246, nor shall it be liable to any investor, Holder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effect. (h) Any permissive right or privilege of the Indenture Trustee hereunder shall not be deemed to be or otherwise construed as a duty or obligation. (i) The Indenture Trustee shall not be liable for the failure to perform its duties hereunder if such failure is a direct or proximate result of another party failing to perform its duties.

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.Except as otherwise provided in Section 6.01: (bi) Before the Indenture Trustee acts or refrains from acting, it may request and shall be entitled to receive an Issuer’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 IssuerOfficer’s Certificate or Opinion of CounselCounsel from the appropriate party. (cii) The Indenture Trustee in any of its capacities 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 may rely and shall not be responsible for protected in acting or refraining from acting upon any misconduct resolution, Officer’s Certificate, Opinion of Counsel, certificate of an authorized signatory, certificate of auditors or negligence on the part ofany other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or for the supervision of, any such agent, attorney, custodian other paper or nominee appointed with due care document believed by it hereunder.to be genuine and to have been signed or presented by the proper party or parties; (diii) 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, counsel and the advice or opinion any Opinion of counsel with respect to legal matters relating to this Indenture and the Notes Counsel shall be full and complete authorization and protection from liability in respect to of any action taken, omitted taken or suffered or omitted by it hereunder under this Indenture in good the absence of bad faith and in accordance with the advice or opinion such Opinion of such counsel.Counsel; (fiv) The the Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or the other Basic Documents, or to institute, conduct or defend any litigation under this Indenture, or in relation to this Indenture or the other Basic Documents, at the request request, order or direction of any of the Noteholders pursuant to the provisions of this IndentureIndenture or the other Basic Documents, other than to fulfill its obligations described in Section 11.01 of the Sale and Servicing Agreement, unless such Noteholders shall have offered to the Indenture Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which might (including the reasonable fees of counsel) that may be incurred therein or thereby; (v) the Indenture Trustee shall not be personally liable for any action taken, suffered or omitted by it in compliance with such request the absence of bad faith and reasonably believed by it to be authorized or direction.within the discretion or rights or powers conferred upon it by this Indenture or any other Basic Documents; (gvi) The the Indenture Trustee shall not be bound to recalculate, reverify, or make any investigation into the facts or of matters stated in any Servicer’s Certificate, resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bondapproval, debenture bond or other paper or document, but unless requested in writing to do so by Holders of Notes evidencing not less than 25% of the aggregate Outstanding Amount of the Notes of the Controlling Class (acting together as a single Class); provided, however, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture, the Indenture Trustee may require security or indemnity reasonably satisfactory to it against such cost, expense or liability as a condition to so proceeding; and nothing in its discretionthis clause shall derogate from the obligation of the Servicer to observe any applicable law prohibiting disclosure of information regarding the Obligors; (vii) the Indenture Trustee may execute any of the trusts or powers under this Indenture or perform any duties under this Indenture either directly or by or through agents or attorneys or a custodian; (viii) the right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture shall not be construed as a duty, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if and the Indenture Trustee shall determine to make not be answerable for other than its negligence, bad faith or willful misconduct in the performance of 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. In no event shall act; and (ix) the Indenture Trustee shall not be responsible for delays or failure in performance resulting from acts beyond its control (such acts include but are not limited to acts of God, strikes, lockouts, riots and acts of war). The Indenture Trustee will use reasonable efforts consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. (x) For the avoidance of doubt, the Indenture Trustee shall not have any responsibility duty or obligation to monitor CarMaxor enforce the Sponsor’s compliance with or be charged with knowledge of the any applicable risk retention rules of 17 CFR Part 246, nor shall it be liable to any investor, Holder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effect. (h) Any permissive right or privilege of the Indenture Trustee hereunder shall not be deemed to be or otherwise construed as a duty or obligation. (i) regulations. The Indenture Trustee shall not be charged with knowledge of any such rules or regulations, and it shall not be liable to any Noteholder or any other Person for any violation of any such rules or regulations. (b) No Noteholder will have any right to institute any proceeding with respect to this Indenture except upon satisfying the failure to perform its duties hereunder if such failure is a direct or proximate result of another party failing to perform its dutiesconditions set forth in Section 5.06.

Rights of Indenture Trustee. (a) The Except as otherwise provided in the second succeeding sentence, the Indenture Trustee may conclusively rely on on, and shall be protected in acting or refraining from acting upon, any resolution, Officer’s Certificate, Opinion of Counsel, certificate of auditors, Independent Certificate or any other document believed by it to be genuine and to have been signed or presented by the proper Personperson. The Indenture Trustee need not investigate any fact, calculation or matter stated in the document. Notwithstanding the foregoing, the Indenture Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Indenture Trustee that shall be specifically required to be furnished pursuant to any provision of this Indenture, shall examine them to determine whether they comply as to form to the requirements of this Indenture. (b) Before the Indenture Trustee acts or refrains from acting, it may request and shall be entitled to receive require an IssuerOfficer’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 IssuerOfficer’s Certificate or Opinion of Counsel. (c) The Indenture Trustee in any of its capacities 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 Trustee’s conduct 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 trusts or powers vested in it by this Indenture or to institute, conduct or defend any litigation hereunder or in relation hereto at the request request, order or direction of any of the Noteholders Noteholders, pursuant to the provisions of this Indenture, unless such Noteholders shall have offered to the Indenture Trustee security or indemnity reasonably satisfactory to it the Indenture Trustee against the costs, expenses and liabilities which might may be incurred therein or thereby; provided, however, nothing contained herein shall, however, relieve the Indenture Trustee of the obligation, upon the occurrence of an Event of Default of which a Responsible Officer of the Indenture Trustee shall have actual knowledge (which has not been cured), to exercise such of the rights and powers vested in it by it this Indenture, and to use the same degree of care and skill in compliance with their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such request or directionperson’s own affairs. (g) The right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture shall not be construed as a duty, and the Indenture Trustee shall not be answerable in the performance of such act for other than its negligence or willful misconduct. (h) The Indenture Trustee shall not be bound required to make give any investigation into the facts bond or matters stated surety in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document, but the Indenture Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Indenture Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises respect of the Issuer, personally or by agent or attorney. In no event shall the Indenture Trustee have any responsibility to monitor CarMax’s compliance with or be charged with knowledge execution of the risk retention rules of 17 CFR Part 246, nor shall it be liable to any investor, Holder, Owner Trust Estate created hereby or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effect. (h) Any permissive right or privilege of the Indenture Trustee hereunder shall not be deemed to be or otherwise construed as a duty or obligationpowers granted hereunder. (i) The All rights of action and claims under this Indenture or the Note may be prosecuted and enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any proceeding relating thereto, any such proceeding instituted by the Indenture Trustee shall not be liable brought in its own name or in its capacity as Indenture Trustee. Any recovery of judgment shall, after provision for the failure payments to perform its duties hereunder if the Indenture Trustee provided for in Section 6.07, be for the ratable benefit of the Noteholders in respect of which such failure is a direct or proximate result of another party failing to perform its dutiesjudgment has been recovered.

Rights of Indenture Trustee. (a) The Indenture Trustee may conclusively rely on and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document believed by it to be genuine and to have been signed or presented by the proper Person. The Indenture Trustee need not investigate any facts or matters stated in any such document. (b) Before the Indenture Trustee acts or refrains from acting, it may request and shall be entitled to receive require an Issuer’s 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 Issuer’s Officer's Certificate or Opinion of Counsel. (c) The Indenture Trustee in any of its capacities may execute any of the trusts or powers hereunder or under the Basic Documents or perform any duties hereunder or thereunder 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 or to institute, conduct or defend any litigation hereunder or in relation hereto or to honor the request or direction of any of the Noteholders pursuant to this Indenture, Indenture unless such Noteholders shall have offered to the Indenture Trustee reasonable security or indemnity satisfactory to it against the reasonable costs, expenses expenses, disbursements, advances and liabilities which might be incurred by it it, its agents and its counsel in compliance with such request or direction. (g) Any request or direction of the Issuer mentioned herein shall be sufficiently evidenced by an Issuer Request. (h) The right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture shall not be construed as a duty, and the Indenture Trustee shall not be bound to make any investigation into answerable for other than its negligence or willful misconduct in the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document, but the Indenture Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Indenture Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Issuer, personally or by agent or attorney. In no event shall the Indenture Trustee have any responsibility to monitor CarMax’s compliance with or be charged with knowledge of the risk retention rules of 17 CFR Part 246, nor shall it be liable to any investor, Holder, or any party whatsoever for violation performance of such rules or requirements or such similar provisions now or hereafter in effect. (h) Any permissive right or privilege of the Indenture Trustee hereunder shall not be deemed to be or otherwise construed as a duty or obligationact. (i) The Indenture Trustee shall not be liable for required to give any bond or surety in respect of the failure to perform its duties hereunder if such failure is a direct execution of the Trust Estate created hereby or proximate result of another party failing to perform its dutiesthe powers granted hereunder.

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 Personperson. (b) Before the Indenture Trustee acts or refrains from acting, it may request and shall be entitled to receive require an Issuer’s 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 Issuer’s Officer's Certificate or Opinion of CounselCounsel unless other evidence is specifically required. (c) The Indenture Trustee in any of its capacities may execute any of the trusts or powers hereunder under this Indenture or perform any duties hereunder under this Indenture either directly or by or through agents or attorneys counsel 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, attorneycounsel, custodian custodian, or nominee appointed with due care by it hereunderunder this Indenture. (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 written advice or opinion of counsel with respect to legal matters relating to this Indenture Indenture, the Transaction Documents, and the Notes and any Opinion of Counsel shall be full and complete authorization and protection from liability in respect to for any action taken, omitted omitted, or suffered by it hereunder under this Indenture in good faith and in accordance with the advice of counsel or opinion any Opinion of such counselCounsel. (e) The Indenture Trustee may enter into any amendment of the Sale and Servicing Agreement as to which the Rating Agency Condition is satisfied, and when so requested by an Issuer Request and the Rating Agency Condition is satisfied, the Indenture Trustee shall enter into any amendment of the Sale and Servicing Agreement (i) that does not impose further obligations or liabilities on the Indenture Trustee, and (ii) as to which either the Rating Agency Condition is satisfied or Holders of not less than 662/3% of the aggregate Outstanding Amount of both Classes and the Credit Enhancer have consented. (f) The Indenture Trustee shall be under no obligation to exercise any With the consent of the rights or powers vested in it by this Indenture at Master Servicer and the request or direction of the Noteholders pursuant to this IndentureCredit Enhancer, unless such Noteholders shall have offered to the Indenture Trustee security or indemnity satisfactory may appoint Custodians to it against hold any portion of the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. (g) The Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document, but Collateral as agent for the Indenture Trustee, by entering into a Custodial Agreement substantially in its discretionthe form of Exhibit B. Subject to this Article, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Indenture Trustee shall determine agrees to make such further inquiry or investigation, it comply with each Custodial Agreement and to enforce each Custodial Agreement against the custodian for the benefit of the Noteholders and the Credit Enhancer. Each custodian shall be entitled a depository institution (or an affiliate of a depository institution) subject to examine supervision by federal or state authority and shall be qualified to do business in the books, records and premises jurisdiction in which it holds any Collateral. Each Custodial Agreement may be amended only with the consent of the IssuerCredit Enhancer, personally or by agent or attorney. In no event shall the Indenture Trustee have any responsibility to monitor CarMax’s compliance with or be charged with knowledge of the risk retention rules of 17 CFR Part 246, nor shall it be liable to any investor, Holder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effect. (h) Any permissive right or privilege of the Indenture Trustee hereunder which shall not be deemed to be or otherwise construed as a duty or obligationunreasonably withheld. (i) The Indenture Trustee shall not be liable for the failure to perform its duties hereunder if such failure is a direct or proximate result of another party failing to perform its duties.

Rights of Indenture Trustee. (a) The Indenture Trustee may conclusively rely on any document reasonably believed by it to be genuine and to have been signed or presented by the proper Personperson. The Indenture Trustee need not investigate any fact or matter stated in the document. (b) Before the Indenture Trustee acts or refrains from acting, it may request and shall be entitled to receive require an IssuerOfficer’s Certificate (with respect to factual matters) or an Opinion of Counsel, as applicable. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an Issuerthe Officer’s Certificate or Opinion of Counsel. (c) The Indenture Trustee in any of its capacities may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through Affiliates, 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 Trustee’s conduct does not constitute willful misconduct, negligence or bad faith. (e) The Indenture Trustee may consult with counsel, and the advice of such counsel or opinion any Opinion of counsel 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 such advice or opinion Opinion of such counselCounsel. (f) The Indenture Trustee shall be under no obligation to exercise institute, conduct or defend any litigation under this Indenture or in relation to this Indenture, at the request, order or direction of any of the Holders of Notes, pursuant to the provisions of this Indenture, unless such Holders of Notes shall have offered to the Indenture Trustee reasonable security or indemnity against the costs, expenses and liabilities that may be incurred therein or thereby; provided, however, that the Indenture Trustee shall, upon the occurrence of an Event of Default (that has not been cured), exercise the rights or and 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 a manner consistent with such request or directionSection 6.01. (g) The Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bondapproval, debenture bond or other paper or document, but unless so requested by the Holders of Notes evidencing not less than 25% of the Outstanding Amount of the Notes; provided, however, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture or the Sale and Servicing Agreement, the Indenture Trustee may require reasonable indemnity against such cost, expense or liability as a condition to so proceeding; the reasonable expense of every such examination shall be paid by the Person making such request, or, if paid by the Indenture Trustee, shall be reimbursed by the Person making such request upon demand. (h) Anything in its discretionthis Indenture to the contrary notwithstanding, may make such further inquiry in no event shall the Indenture Trustee be liable for special, punitive, indirect or investigation into such facts consequential loss or matters as it may see fitdamage of any kind whatsoever (including but not limited to lost profits), and, even if the Indenture Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises has been advised of the Issuer, personally likelihood of such loss or by agent or attorney. damage and regardless of the form of action. (i) In no event shall the Indenture Trustee have be responsible or liable for any responsibility failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, epidemics or pandemics, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Indenture Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to monitor CarMax’s compliance with or be charged with knowledge of resume performance as soon as practicable under the risk retention rules of 17 CFR Part 246, nor shall it be liable to any investor, Holder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effectcircumstances. (hj) Any permissive right In making or privilege disposing of any investment permitted by this Indenture, the Indenture Trustee is authorized to deal with itself (in its individual capacity) or with any one or more of its Affiliates, in each case on an arm’s-length basis and on standard market terms, whether it or such Affiliate is acting as a subagent of the Indenture Trustee hereunder or for any third Person or dealing as principal for its own account. The Indenture Trustee shall not be deemed required to be or otherwise construed as a duty or obligationtake any action with respect to any securities that it holds for the Issuer other than to forward notices received by the Indenture Trustee to the Issuer. (ik) The Indenture Trustee shall have no duty (1) to see to any recording, filing, or depositing of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any rerecording, refiling or redepositing of any thereof, (2) to see to any insurance, (3) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the trust funds other than from funds available in the Collection Account, (4) to confirm or verify the contents of any reports or certificates of the Servicer delivered to the Indenture Trustee pursuant to this Indenture believed by the Indenture Trustee to be genuine and to have been signed or presented by the proper party or parties, or (5) monitor the Servicer, the Administrator or any successor Servicer. (l) The Indenture Trustee shall not be liable deemed to have notice of an Event of Default unless a Responsible Officer for administration of this Indenture has received actual written notice thereof. (m) Delivery of any reports, information and documents to the failure Indenture Trustee provided for herein is for informational purposes only (unless otherwise expressly stated) and the Indenture Trustee’s receipt of such shall not constitute constructive knowledge of any information contained therein or determinable from information contained therein, including the Issuer’s compliance with any of its representations, warranties or covenants hereunder (as to perform which the Indenture Trustee is entitled to rely exclusively on Officers’ Certificates). (n) The rights, privileges, protections, immunities and benefits given to the Indenture Trustee, including, without limitation, its duties right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in each of its capacities hereunder or under any Transaction Document, and each agent, custodian and other Person employed to act hereunder or under any Transaction Document. (o) The Indenture Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Clearing Agency participants or Beneficial Owners of any Book-Entry Notes) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Indenture Trustee nor any agent of the Indenture Trustee shall have any responsibility for any actions taken or not taken by the Clearing Agency. (p) The Indenture Trustee may request that the Issuer, the Servicer, the Trust Depositor or the Administrator deliver a certificate setting forth the names of individuals and/or titles of officers authorized at such failure is a direct time to take specified actions pursuant to this Indenture or proximate result of another party failing to perform its dutiesany other Transaction Document.

Rights of Indenture Trustee. (a) The Indenture Trustee may conclusively rely and shall be fully protected in acting on any document reasonably believed by it to be genuine and to have been signed or presented by the proper Person. The Indenture Trustee need not investigate any fact or matter stated in any such document. (b) Before the Indenture Trustee acts or refrains from acting, it may request and shall be entitled to receive require an IssuerOfficer’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 Issuerthe Officer’s Certificate or Opinion of Counsel. (c) The Indenture Trustee in any of its capacities may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or agents, attorneys, a custodian or a 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 hereunderit. (d) The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which that it believes to be authorized or within its rights or powers; provided, however, that such action or omission by the Indenture Trustee Trustee’s conduct 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 not be under no obligation required to exercise make any initial or periodic examination of the rights any files 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 records related to the Indenture Trustee security Receivables for the purpose of establishing the presence or indemnity satisfactory to it against absence of defects, the costs, expenses compliance by the Issuing Entity with its representations and liabilities which might be incurred by it in compliance with such request warranties or directionfor any other purpose. (g) The In the event that the Indenture Trustee is also acting as Paying Agent or Note Registrar hereunder, the rights and protections afforded to the Indenture Trustee pursuant to this Article VI shall not also be bound afforded to make any investigation into the facts Indenture Trustee in its capacity as such Paying Agent or matters stated Note Registrar. (h) In order to comply with the laws, rules, regulations and executive orders in any resolutioneffect from time to time applicable to banking institutions, certificateincluding those relating to the funding of terrorist activities and money laundering (“Applicable Law”), statementthe Indenture Trustee is required to obtain, instrumentverify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document, but each of the parties to the Indenture agrees to provide to the Indenture Trustee, upon its request from time to time such identifying information and documentation as may be available for such party and is reasonably acceptable for such party to provide in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if order to enable the Indenture Trustee shall determine to make such further inquiry or investigationcomply with Applicable Law. (i) Anything in this Indenture to the contrary notwithstanding, it shall be entitled to examine the books, records and premises of the Issuer, personally or by agent or attorney. In in no event shall the Indenture Trustee have any responsibility to monitor CarMax’s compliance with or be charged with knowledge of the risk retention rules of 17 CFR Part 246, nor shall it be liable for special, indirect, incidental, punitive or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), whether or not any investorsuch damages were foreseeable or contemplated, Holder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effect. (h) Any permissive right or privilege of even if the Indenture Trustee hereunder shall not be deemed to be has been advised of the likelihood of such loss or otherwise construed as a duty or obligationdamage and regardless of the form of action. (i) The Indenture Trustee shall not be liable for the failure to perform its duties hereunder if such failure is a direct or proximate result of another party failing to perform its duties.

Rights of Indenture Trustee. (a) The Indenture Trustee Trustee, in the absence of bad faith, may conclusively rely on on, and need not investigate any fact or matter stated in, any document (including any such document delivered in electronic format) reasonably believed by it to be genuine and to have been signed or presented by the proper Personperson. Except as expressly stated herein or in the other Basic Documents, the Indenture Trustee need not investigate or re-calculate, evaluate, certify, verify or independently determine the accuracy of any information, report, certificate, statement, representation or warranty or any fact or matter stated in any such document and may conclusively rely as to the truth of the statements and the accuracy of the information therein. (b) Before the Indenture Trustee acts or refrains from acting, it may request and shall be entitled to receive require an IssuerOfficer’s Certificate of the Issuing Entity 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 IssuerOfficer’s Certificate or Opinion of Counsel. (c) The Indenture Trustee in any of its capacities 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 Trustee’s conduct does not constitute willful misconduct, negligence or bad faith. (e) The Indenture Trustee may consult with counsel, accountants, and experts of its own selection, and the advice or opinion of counsel counsel, accountants, or experts with respect to legal legal, accounting, or matters relating to this Indenture and the Notes or any related document 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, accountant, or expert. (f) The Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at or to institute, conduct or defend any litigation hereunder or in relation hereto or to honor the request or direction of any of the Noteholders pursuant to this Indenture, unless such Noteholders shall have offered to the Indenture Trustee security or indemnity reasonably satisfactory to it against the reasonable costs, expenses expenses, disbursements, advances and liabilities which might be incurred by it it, its agents and its counsel in compliance with such request or direction, except with respect to requests, demands or directions relating to communications between Noteholders or Note Owners under Section 7.02(e) or an asset representations review demand under Section 7.05, in which case any such costs, expenses, disbursements, advances and liabilities which might be incurred by the Indenture Trustee, its agents and its counsel in compliance with such request or direction shall be subject to the Issuing Entity and Administrator’s compensation and indemnification obligations pursuant to Section 6.07. (g) The Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bondapproval, debenture bond or other paper or document, but unless requested in writing to do so by the Holders of Notes representing at least 25% of the Controlling Securities; provided that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of 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 not reasonably assured to the Indenture Trustee shall determine by the security afforded to make it by the terms of this Indenture, the Indenture Trustee may require indemnity satisfactory to the Indenture Trustee in its reasonable judgment against such further inquiry cost, expense or investigation, it shall be entitled liability as a condition to examine the books, records and premises of the Issuer, personally or by agent or attorneytaking any such action. In no event shall the Indenture Trustee have any responsibility to monitor CarMaxWorld Omni’s compliance with or be charged with knowledge of the risk retention rules requirements of 17 CFR Part 246Regulation RR or the Credit Risk Retention Rules, nor shall it be liable to any investorNoteholder, HolderCertificateholder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effect. (h) Any permissive The right or privilege of the Indenture Trustee hereunder to perform any discretionary act enumerated in this Indenture shall not be deemed to be or otherwise construed as a duty duty, and the Indenture Trustee shall not be answerable for other than its willful misconduct, negligence or obligationbad faith in the performance of such act. (i) The rights, privileges, protections, immunities and benefits given to the Indenture Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder and in each document to which it is a party. (j) In no event shall the Indenture Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, acts of war or terrorism, civil or military disturbances, epidemics or pandemics, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer systems and services; it being understood that the Indenture Trustee shall not use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. (k) In no event shall the Indenture Trustee be personally liable (i) for special, consequential, indirect or punitive damages (including lost profits), (ii) for the acts or omissions of its nominees, correspondents, clearing agencies or securities depositories and (iii) for the acts or omissions of brokers or dealers. (l) In no event shall the Indenture Trustee be liable for the failure to perform its duties hereunder if such failure is a direct or proximate result of another party failing party’s failure to perform its dutiesobligations hereunder. (m) In order to comply with Applicable Anti-Money Laundering Law, the Indenture Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide to the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with such Applicable Anti-Money Laundering Law. (n) Each Holder, by its acceptance of a Note hereunder, represents that it has, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it has deemed appropriate, made its own investment decision in respect of the Notes. Each Holder also represents that it will, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under this Indenture or any other document and in connection with the Notes. Except for notices, reports and other documents expressly required to be furnished to the Holders by the Indenture Trustee hereunder, the Indenture Trustee shall not have any duty or responsibility to provide any Holder with any other information concerning the Issuing Entity, the Servicer or any other parties to any related documents which may come into the possession of the Indenture Trustee or any of its officers, directors, employees, agents, representatives or attorneys-in-fact. (o) The Indenture Trustee may, from time to time, reasonably request that the Issuing Entity, the Administrator, the Servicer and any other applicable party deliver a certificate (upon which the Indenture Trustee may conclusively rely) setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture or any related document together with a specimen signature of such authorized officers and the Indenture Trustee shall be entitled to conclusively rely on the then current certificate until receipt of a superseding certificate. (p) The Indenture Trustee shall not be required to take any action it is directed to take under this Indenture if the Indenture Trustee reasonably determines in good faith that the action so directed would involve the Indenture Trustee in personal liability, would violate the rights of the non-directing Noteholders, or is contrary to applicable law or inconsistent with this Indenture or other Basic Documents. (q) The Indenture Trustee shall not be liable for any action or inaction of the Issuing Entity, Servicer, Depositor, or any other party (or agent thereof) to this Indenture or any related document and may assume compliance by such parties with their obligations under this Indenture or any related agreements, unless a Responsible Officer of the Indenture Trustee shall have actual knowledge or received written notice to the contrary at the Corporate Trust Office of the Indenture Trustee. (r) Knowledge of the Indenture Trustee shall not be attributed or imputed to U.S. Bank Trust Company, National Association’s other roles in the transaction and knowledge of any Paying Agent, Note Registrar, Securities Intermediary, Certificate Registrar shall not be attributed or imputed to each other or to the Indenture Trustee (in either case, other than those where the roles are performed by the same group or division within U.S. Bank Trust Company, National Association or otherwise share the same Responsible Officers), or any affiliate, line of business, or other division of U.S. Bank Trust Company, National Association (and vice versa). (s) The Account Bank shall be afforded the same rights, privileges and protections as the Indenture Trustee hereunder.

Rights of Indenture Trustee. (a) The Except as otherwise provided in Section 6.01 hereof, the Indenture Trustee may conclusively rely on on, and be protected in acting or refraining to act upon any document believed by it to be genuine and to have been signed or presented by the proper Person. The Indenture Trustee need not investigate any fact or matter stated in any such document. (b) Before the Indenture Trustee acts or refrains from acting, it may request and shall be entitled to receive require an IssuerOfficer’s Certificate or an Opinion of CounselCounsel reasonably satisfactory in form and substance to the Indenture Trustee. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an Issuerany such Officer’s Certificate or Opinion of Counsel. (c) The Indenture Trustee in any of its capacities may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or act through agents or attorneys or a custodian or nominee, and the Indenture Trustee shall not be responsible for any the misconduct or negligence on the part of, or for the supervision of, of any such agent, attorney, custodian or nominee agent appointed with due care by it hereundercare. (d) The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which that 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 trusts or powers vested in it by this Indenture or to institute, conduct or defend any litigation hereunder or in relation hereto at the request request, order or direction of any of the Noteholders Noteholders, pursuant to the provisions of this Indenture, unless such Noteholders shall have offered to the Indenture Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities which might may be incurred therein or thereby; nothing contained herein shall, however, relieve the Indenture Trustee of the obligation, upon the occurrence of an Event of Default of which a Responsible Officer of the Indenture Trustee shall have actual knowledge (which has not been cured), to exercise such of the rights and powers vested in it by it this Indenture, and to use the same degree of care and skill in compliance with their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such request or directionperson’s own affairs. (gf) The Indenture Trustee shall not be bound to make any investigation into the facts or of the matters stated in any resolution, certificate, statement, instrument, opinion, report, report notice, request, direction, consent, order, bondapproval, debenture bond or other paper or document, but unless requested in writing to do so by the Noteholders and provided further that payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in tile making of such investigation is, in the opinion of 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 reasonably assured to the Indenture Trustee shall determine by the security afforded to make it by the terms of this Indenture or such further inquiry other security or investigation, it shall be entitled to examine the books, records and premises of the Issuer, personally or by agent or attorney. In no event shall indemnity as the Indenture Trustee have may reasonably require as a condition to taking any responsibility to monitor CarMax’s compliance with or be charged with knowledge of the risk retention rules of 17 CFR Part 246, nor shall it be liable to any investor, Holder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effectaction. (hg) Any permissive The right or privilege of the Indenture Trustee hereunder to perform any discretionary act enumerated in this Indenture shall not be deemed to be or otherwise construed as a duty or obligation. (i) The duty, and the Indenture Trustee shall not be liable answerable for anything other than its negligence or willful misconduct in the failure to perform its duties hereunder if performance of such failure is a direct or proximate result of another party failing to perform its dutiesact.

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. The Indenture Trustee need not investigate any fact or matter stated in the document. The Indenture Trustee need not investigate or re-calculate, certify or verify any information, statement, representation or warranty or any fact or matter stated in any such document and may conclusively rely as to the truth, content and accuracy of the statements and correctness of the opinions expressed therein. (b) Before Except as otherwise set forth in Section 7.5 of this Agreement and Section 3.1(d) of the Receivables Transfer Agreement, before the Indenture Trustee acts or refrains from acting, it may request and shall be entitled to receive require an IssuerOfficer’s Certificate or an Opinion of CounselCounsel (at the cost of the party requesting the Indenture Trustee to act or refrain from acting). The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an Issuerthe Officer’s Certificate or Opinion of Counsel. (c) The Indenture Trustee in any of its capacities may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or Affiliates 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 Trustee’s conduct 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 any of the Noteholders Holders pursuant to this IndentureIndenture or any other Transaction Document, unless such Noteholders Holders shall have offered to the Indenture Trustee security or indemnity satisfactory to it the Indenture Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. (g) The Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, request direction, consent, order, bond, debenture debenture, note, other evidence of indebtedness or other paper or documentdocument unless requested in writing to do so by a majority of the Controlling Class; provided, but the Indenture Trusteehowever, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, that if the Indenture Trustee shall determine determines that payment within a reasonable time of such costs, expenses and losses or liabilities is not reasonably assured to make such further inquiry or investigationit, it shall be entitled to examine the books, records and premises of the Issuer, personally or by agent or attorney. In no event shall the Indenture Trustee have any responsibility may require indemnity or security satisfactory to monitor CarMax’s compliance with it from the Noteholders requesting such an investigation, against such costs, expenses and losses or be charged with knowledge of the risk retention rules of 17 CFR Part 246, nor shall it be liable to any investor, Holder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effect. (h) Any permissive right or privilege of the Indenture Trustee hereunder shall not be deemed to be or otherwise construed liabilities as a duty or obligationcondition to proceeding with such investigation. (i) The Indenture Trustee shall not be liable for the failure to perform its duties hereunder if such failure is a direct or proximate result of another party failing to perform its duties.

Rights of Indenture Trustee. (a) The Indenture Trustee may conclusively rely on and will be protected in acting or refraining from acting upon any certificate, instrument, opinion, report, notice, request, direction, consent or other document believed by it to be genuine and which appears on its face to have been be properly executed and signed or presented by the proper Person. The Indenture Trustee need not investigate any fact or matters stated in any such document. (b) Before the Indenture Trustee acts or refrains from acting, it may request and shall be entitled to receive require an IssuerOfficer’s Certificate or an Opinion of Counsel. The Indenture Trustee shall will not be liable for any action it takes or omits to take in good faith in reliance on an IssuerOfficer’s Certificate or Opinion of Counsel. (c) The Indenture Trustee in may exercise any of its capacities may execute any of the trusts rights or powers hereunder under this Indenture or perform any duties hereunder under this Indenture either directly or by or through agents or attorneys or a custodian or nominee, and the Indenture Trustee shall will not be responsible for any misconduct or negligence on the part of, or for the supervision of, any such agent, attorneycounsel, custodian or nominee appointed with due care by it hereunderunder this Indenture. (d) The Indenture Trustee shall will 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 powers if such action or omission by the Indenture Trustee does not constitute willful misconduct, negligence or bad faithnegligence. (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 will be full and complete authorization and protection from liability in with respect to any action taken, omitted taken or suffered not taken by it hereunder the Indenture Trustee under this Indenture in good faith and in accordance with the advice or opinion of such counsel. (f) The Indenture Trustee shall be is under no obligation to (i) exercise any of the rights or powers vested in it by this Indenture at or to expend or risk its own funds or otherwise incur financial liability in the performance of its duties under this Indenture if it has reasonable grounds to believe that repayment of funds advanced by it or adequate indemnity satisfactory to it against such risk or liability is not reasonably assured to it or (ii) honor the request or direction of any of the Noteholders pursuant to this Indenture, Indenture unless such Noteholders shall have offered to the Indenture Trustee reasonable security or indemnity satisfactory to it from and against the reasonable costs, expenses expenses, disbursements, advances and liabilities which that might be incurred by it the Indenture Trustee, or its agents, counsel, accountants and experts, in compliance complying with such request or direction. (g) The Indenture Trustee shall will not be bound to make responsible or liable for any investigation into failure or delay in the facts performance of its obligations under this Indenture arising out of or matters stated in any resolutioncaused by, certificatedirectly or indirectly, statementforces beyond its control, instrumentincluding strikes, opinionwork stoppages, reportacts of war or terrorism, noticecivil or military disturbances, requestnuclear or natural catastrophes or acts of God, directionand interruptions, consent, order, bond, debenture loss or other paper or documentmalfunctions of utilities, but the Indenture Trustee, Trustee will use reasonable efforts which are consistent with accepted practices in its discretion, may make such further inquiry or investigation into such facts or matters the banking industry to resume performance as it may see fit, and, if soon as practicable under 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. In no event shall the Indenture Trustee have any responsibility to monitor CarMax’s compliance with or be charged with knowledge of the risk retention rules of 17 CFR Part 246, nor shall it be liable to any investor, Holder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effectcircumstances. (h) Any permissive right The Indenture Trustee will not be responsible or privilege liable for special, indirect, or consequential loss or damage of any kind whatsoever (including loss of profit) irrespective of whether the Indenture Trustee hereunder shall not be deemed to be has been advised of the likelihood of such loss or otherwise construed as a duty or obligationdamage and regardless of the form of action. (i) The Indenture Trustee shall not be liable for the failure to perform its duties hereunder if such failure is a direct or proximate result of another party failing to perform its duties.

Rights of Indenture Trustee. (a) The Indenture Trustee may conclusively rely on and shall be protected in acting or refraining from acting in good faith upon any resolution, Officer's Certificate, opinion of counsel, certificate of auditors, or any other certificate, statement, instrument, report, notice, consent or other document believed by it to be genuine and to have been signed or presented by the proper Personperson. The Indenture Trustee need not investigate any fact or matter stated in any such document. (b) Before the Indenture Trustee acts or refrains from acting, it may request and shall be entitled to receive require an Issuer’s 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 Issuer’s any such Officer's Certificate or Opinion of Counsel. (c) The Indenture Trustee in any of its capacities 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 Trustee's conduct 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 not be under no obligation personally liable for any action taken, suffered or omitted by it in good faith and believed by it to exercise any of be authorized or within the discretion or rights or powers vested in conferred upon it by this Indenture at the request or direction of the Noteholders pursuant to this Indenture, unless such Noteholders it shall have offered to be proved that the Indenture Trustee security or indemnity satisfactory to it against was negligent in ascertaining the costs, expenses and liabilities which might be incurred by it in compliance with such request or directionpertinent facts. (g) The Prior to the occurrence of an Event of Default hereunder, and after the curing or waiver of all Events of Default that may have occurred, the Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bondapproval, debenture bond or other paper or document, but unless requested in writing to do so by the Enhancer or the Noteholders representing a majority of the aggregate Note Balance; provided, however, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of 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 not assured to the Indenture Trustee shall determine by the security afforded to make such further inquiry or investigationit by the terms of this Indenture, it shall be entitled to examine the books, records and premises of the Issuer, personally or by agent or attorney. In no event shall the Indenture Trustee have may require indemnity satisfactory to the Indenture Trustee against such cost, expense or liability as a condition to taking any responsibility to monitor CarMax’s compliance with or be charged with knowledge of the risk retention rules of 17 CFR Part 246, nor shall it be liable to any investor, Holder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effectaction. (h) Any permissive right or privilege of the Indenture Trustee hereunder shall not be deemed to be or otherwise construed as a duty or obligation. (i) The Indenture Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Indenture or to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order or direction of any of the Enhancer or the Noteholders, pursuant to the provisions of this Indenture, unless the Enhancer or the Noteholders shall have offered to the Indenture Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; nothing contained herein shall, however, relieve the Indenture Trustee of the obligation, upon the occurrence of an Event of Default (which has not be liable for been cured or waived), to exercise such of the failure rights and powers vested in it by this Indenture, and to perform its duties hereunder if use the same degree of care and skill in their exercise as a prudent investor would exercise or use under the circumstances in the conduct of such failure is a direct or proximate result of another party failing to perform its dutiesinvestor's own affairs.

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.Except as otherwise provided in Section 6.01: (bi) Before the Indenture Trustee acts or refrains from acting, it may request and shall be entitled to receive an Issuer’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 IssuerOfficer’s Certificate or Opinion of CounselCounsel from the appropriate party. (cii) the Indenture Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, Officer’s Certificate, Opinion of Counsel, certificate of an authorized signatory, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Indenture Trustee is authorized to accept written instructions, directions, reports, notices or other communications digitally or electronically signed or delivered by electronic transmissions and, in any the absence of its capacities 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 bad faith or negligence on its part, may conclusively rely on the part offact that the Person sending same is, or for the supervision ofin fact, any such agent, attorney, custodian or nominee appointed with due care by it hereunder.a Person authorized to do so; (diii) 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, counsel and the advice or opinion any Opinion of counsel with respect to legal matters relating to this Indenture and the Notes Counsel shall be full and complete authorization and protection from liability in respect to of any action taken, omitted taken or suffered or omitted by it hereunder under this Indenture in good the absence of bad faith and in accordance with the advice or opinion such Opinion of such counsel.Counsel; (fiv) The the Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or the other Basic Documents, or to institute, conduct or defend any litigation under this Indenture, or in relation to this Indenture or the other Basic Documents, at the request request, order or direction of any of the Noteholders pursuant to the provisions of this Indenture or the other Basic Documents, other than to fulfill its duties and obligations under Section 11.02 of the Sale and Servicing Agreement and Section 7.02(d) and Article XII of this Indenture, unless such Noteholders shall have offered to the Indenture Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which might (including the reasonable fees of counsel) that may be incurred therein or thereby; (v) the Indenture Trustee shall not be personally liable for any action taken, suffered or omitted by it in compliance with such request the absence of bad faith and reasonably believed by it to be authorized or direction.within the discretion or rights or powers conferred upon it by this Indenture or any other Basic Documents; (gvi) The the Indenture Trustee shall not be bound to recalculate, reverify, or make any investigation into the facts or of matters stated in any Servicer’s Certificate, resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bondapproval, debenture bond or other paper or document, but unless requested in writing to do so by Holders of Notes evidencing not less than 25% of the aggregate Outstanding Amount of the Notes of the Controlling Class (acting together as a single Class); provided, however, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture, the Indenture Trustee may require security or indemnity reasonably satisfactory to it against such cost, expense or liability as a condition to so proceeding; and nothing in its discretionthis clause shall derogate from the obligation of the Servicer to observe any applicable law prohibiting disclosure of information regarding the Obligors; (vii) the Indenture Trustee may execute any of the trusts or powers under this Indenture or perform any duties under this Indenture either directly or by or through agents or attorneys or a custodian; (viii) the right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture shall not be construed as a duty, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if and the Indenture Trustee shall determine to make not be answerable for other than its negligence, bad faith or willful misconduct in the performance of 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. In no event shall act; (ix) the Indenture Trustee shall not be responsible for delays or failure in performance resulting from acts beyond its control (such acts include but are not limited to nuclear or natural catastrophes or acts of God, pandemics, strikes, lockouts, work stoppages, riots, acts of war or terrorism, insurrection, revolution, interruptions, or loss or malfunctions of utilities, communications or computer (software or hardware) services. The Indenture Trustee will use reasonable efforts consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances; and (x) for the avoidance of doubt, the Indenture Trustee shall not have any responsibility duty or obligation to monitor CarMaxor enforce the Sponsor’s (or its Affiliates’) compliance with or be charged with knowledge of the any applicable risk retention rules of 17 CFR Part 246, nor shall it be liable to any investor, Holder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effect. (h) Any permissive right or privilege of the Indenture Trustee hereunder shall not be deemed to be or otherwise construed as a duty or obligation. (i) regulations. The Indenture Trustee shall not be charged with knowledge of any such rules or regulations, and it shall not be liable to any Noteholder or any other Person for any violation of any such rules or regulations. (b) No Noteholder will have any right to institute any proceeding with respect to this Indenture except upon satisfying the failure to perform its duties hereunder if such failure is a direct or proximate result of another party failing to perform its dutiesconditions set forth in Section 5.06.

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 Personperson. (b) Before the Indenture Trustee acts or refrains from acting, it may request and shall be entitled to receive require an IssuerOfficer’s Certificate of the Issuing Entity 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 IssuerOfficer’s Certificate or Opinion of Counsel. (c) The Indenture Trustee in any of its capacities 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 Trustee’s conduct does not constitute willful misconduct, negligence or bad faith. (e) The Indenture Trustee may consult with counselcounsel of its own selection, 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 or to institute, conduct or defend any litigation hereunder or in relation hereto or to honor the request or direction of any of the Noteholders pursuant to this Indenture, unless such Noteholders shall have offered to the Indenture Trustee security or indemnity reasonably satisfactory to it against the reasonable costs, expenses expenses, disbursements, advances and liabilities which might be incurred by it it, its agents and its counsel in compliance with such request or direction, except with respect to requests, demands or directions relating to communications between Noteholders or Note Owners under Section 7.02(e) or an asset representations review demand under Section 7.05, in which case any such costs, expenses, disbursements, advances and liabilities which might be incurred by the Indenture Trustee, its agents and its counsel in compliance with such request or direction shall be subject to the Issuing Entity and Administrator’s compensation and indemnification obligations pursuant to Section 6.07. (g) The Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bondapproval, debenture bond or other paper or document, but unless requested in writing to do so by the Holders of Notes representing at least 25% of the Controlling Securities; provided that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of 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 not reasonably assured to the Indenture Trustee shall determine by the security afforded to make it by the terms of this Indenture, the Indenture Trustee may require indemnity satisfactory to the Indenture Trustee in its reasonable discretion against such further inquiry cost, expense or investigation, it shall be entitled liability as a condition to examine the books, records and premises of the Issuer, personally or by agent or attorneytaking any such action. In no event shall the Indenture Trustee have any responsibility to monitor CarMaxWorld Omni’s compliance with or be charged with knowledge of the risk retention rules of 17 CFR Part 246Credit Risk Retention Rules, nor shall it be liable to any investorNoteholder, HolderCertificateholder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effect. (h) Any permissive The right or privilege of the Indenture Trustee hereunder to perform any discretionary act enumerated in this Indenture shall not be deemed to be or otherwise construed as a duty duty, and the Indenture Trustee shall not be answerable for other than its willful misconduct, negligence or obligationbad faith in the performance of such act. (i) The rights, privileges, protections, immunities and benefits given to the Indenture Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder. (j) In no event shall the Indenture Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer systems and services; it being understood that the Indenture Trustee shall not use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. (k) In no event shall the Trustee be personally liable (i) for special, consequential, indirect or punitive damages, (ii) for the acts or omissions of its nominees, correspondents, clearing agencies or securities depositories and (iii) for the acts or omissions of brokers or dealers. (l) In no event shall the Indenture Trustee be liable for the failure to perform its duties hereunder if such failure is a direct or proximate result of another party failing party's failure to perform its dutiesobligations hereunder.

Rights of Indenture Trustee. (a) The Indenture Trustee may conclusively rely on and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document believed by it to be genuine and to have been signed or presented by the proper Person. The Indenture Trustee need not investigate any fact or matters stated in any such document. (b) Before the Indenture Trustee acts or refrains from acting, it may request and shall be entitled to receive require an Issuer’s 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 Issuer’s Officer's Certificate or Opinion of Counsel. (c) The Indenture Trustee in any of its capacities 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 or to honor the request or direction of any of the Noteholders pursuant to this Indenture, Indenture unless such Noteholders shall have offered to the Indenture Trustee reasonable security or indemnity satisfactory to it against the reasonable costs, expenses expenses, disbursements, advances and liabilities which might be incurred by it it, its agents and its counsel in compliance with such request or direction. (g) The Indenture Trustee shall not be bound to make any investigation into Any request or direction of the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document, but the Indenture Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Indenture Trustee shall determine to make such further inquiry or investigation, it Issuer mentioned herein shall be entitled to examine the books, records and premises of the Issuer, personally or sufficiently evidenced by agent or attorney. In no event shall the Indenture Trustee have any responsibility to monitor CarMax’s compliance with or be charged with knowledge of the risk retention rules of 17 CFR Part 246, nor shall it be liable to any investor, Holder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effectan Issuer Request. (h) Any permissive right or privilege of the Indenture Trustee hereunder shall not be deemed to be or otherwise construed as a duty or obligation. (i) The Indenture Trustee shall not be liable for the failure to perform its duties hereunder if such failure is a direct or proximate result of another party failing to perform its duties.

Rights of Indenture Trustee. (a) The Except as otherwise provided in Section 6.01 hereof, the Indenture Trustee may conclusively rely on on, and be protected in acting or refraining to act upon any document believed by it to be genuine and to have been signed or presented by the proper Person. The Indenture Trustee need not investigate any fact or matter stated in any such document. (b) Before the Indenture Trustee acts or refrains from acting, it may request and shall be entitled to receive require an Issuer’s Officer's Certificate or an Opinion of CounselCounsel reasonably satisfactory in form and substance to the Indenture Trustee. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an Issuer’s any such Officer's Certificate or Opinion of Counsel. (c) The Indenture Trustee in any of its capacities may execute any With the consent of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian or nomineeNote Insurer, and which consent shall not be unreasonably withheld, the Indenture Trustee may act through agents and shall not be responsible for any the misconduct or negligence on the part of, or for the supervision of, of any such agent, attorney, custodian or nominee agent appointed with due care by it hereundercare. (d) The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which that 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 trusts or powers vested in it by this Indenture or to institute, conduct or defend any litigation hereunder or in relation hereto at the request request, order or direction of any of the Noteholders or the Note Insurer, pursuant to the provisions of this Indenture, unless such Noteholders or the Note Insurer shall have offered to the Indenture Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities which might may be incurred by it in compliance with such request therein or directionthereby. (gf) The Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bondapproval, debenture bond or other paper or document, but unless requested in writing to do so by the Noteholders or the Note Insurer; provided, however, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of 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 not reasonably assured to the Indenture Trustee shall determine by the security afforded to make such further inquiry or investigationit by the terms of this Indenture, it shall be entitled to examine the books, records and premises of the Issuer, personally or by agent or attorney. In no event shall the Indenture Trustee have may require reasonable indemnity against such cost, expense or liability as a condition to taking any responsibility to monitor CarMax’s compliance with or be charged with knowledge of the risk retention rules of 17 CFR Part 246, nor shall it be liable to any investor, Holder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effectaction. (hg) Any permissive The right or privilege of the Indenture Trustee hereunder to perform any discretionary act enumerated in this Indenture shall not be deemed to be or otherwise construed as a duty or obligation. (i) The duty, and the Indenture Trustee shall not be liable answerable for anything other than its negligence or willful misconduct in the failure to perform its duties hereunder if performance of such failure is a direct or proximate result of another party failing to perform its dutiesact.

Rights of Indenture Trustee. (a) The Indenture Trustee may conclusively rely on on, and shall be fully protected from acting or refraining from acting upon, any document believed by it to be genuine and to have been signed or presented by the proper Personperson. The Indenture Trustee need not investigate any fact or matter stated in the document. (b) Before the Indenture Trustee acts or refrains from acting, it may request and shall be entitled to receive require an Issuer’s 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 Issuer’s Officer's Certificate or Opinion of Counsel. (c) The Indenture Trustee in any of its capacities 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; providedPROVIDED, howeverHOWEVER, that such action or omission by the Indenture Trustee Trustee's conduct does not constitute willful misconduct, negligence or bad faith. (ed) The Indenture Trustee may consult with counsel, and the advice or opinion Opinion of counsel Counsel with respect to legal matters relating to this Indenture the Basic Documents 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 or in connection herewith in good faith and in accordance with the advice or opinion of such counsel. (e) The Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder, either directly or by or through agents, attorneys, custodians or nominees appointed with due care, and shall not be responsible for any willful misconduct or negligence on the part of any agent, attorney, custodian or nominee so appointed. (f) The Indenture Trustee shall or its Affiliates are permitted to receive additional compensation that could be under no obligation deemed to exercise any be in the Indenture Trustee's economic self-interest for (i) serving as investment adviser, administrator, shareholder, servicing agent, custodian or sub-custodian with respect to certain of the rights Permitted Investments, (ii) using Affiliates to effect transactions in certain Permitted Investments and (iii) effecting transactions in certain Permitted Investments. Such compensation shall not be considered an amount that is reimbursable 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 payable 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. (gi) The Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document, but the Indenture Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Indenture Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Issuer, personally or by agent or attorney. In no event shall the Indenture Trustee have any responsibility to monitor CarMax’s compliance with or be charged with knowledge of the risk retention rules of 17 CFR Part 246, nor shall it be liable to any investor, Holder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effect. (h) Any permissive right or privilege part of the Indenture Trustee Fee, (ii) pursuant to Sections 3.05(d), 3.05(h), 5.04(b), 6.07 or 8.02(c) hereunder shall not be deemed to be or otherwise construed as a duty or obligation(iii) out of the Available Payment Amount. (i) The Indenture Trustee shall not be liable for the failure to perform its duties hereunder if such failure is a direct or proximate result of another party failing to perform its duties.

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.Except as otherwise provided in Section 6.01: (bi) Before the Indenture Trustee acts or refrains from acting, it may request and shall be entitled to receive an Issuer’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 IssuerOfficer’s Certificate or Opinion of CounselCounsel from the appropriate party. (cii) the Indenture Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, Officer’s Certificate, Opinion of Counsel, certificate of an authorized signatory, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Indenture Trustee is authorized to accept written instructions, directions, reports, notices or other communications digitally or electronically signed or delivered by electronic transmissions and, in any the absence of its capacities 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 bad faith or negligence on its part, may conclusively rely on the part offact that the Person sending same is, or for the supervision ofin fact, any such agent, attorney, custodian or nominee appointed with due care by it hereunder.a Person authorized to do so; (diii) 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, counsel and the advice or opinion any Opinion of counsel with respect to legal matters relating to this Indenture and the Notes Counsel shall be full and complete authorization and protection from liability in respect to of any action taken, omitted taken or suffered or omitted by it hereunder under this Indenture in good the absence of bad faith and in accordance with the advice or opinion such Opinion of such counsel.Counsel; (fiv) The the Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or the other Basic Documents, or to institute, conduct or defend any litigation under this Indenture, or in relation to this Indenture or the other Basic Documents, at the request request, order or direction of any of the Noteholders pursuant to the provisions of this Indenture or the other Basic Documents, other than to fulfill its duties and obligations under Section 11.02 of the Sale and Servicing Agreement and Section 7.02(d) and Article XII of this Indenture, unless such Noteholders shall have offered to the Indenture Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which might (including the reasonable fees of counsel) that may be incurred therein or thereby; (v) the Indenture Trustee shall not be personally liable for any action taken, suffered or omitted by it in compliance with such request the absence of bad faith and reasonably believed by it to be authorized or direction.within the discretion or rights or powers conferred upon it by this Indenture or any other Basic Documents; (gvi) The the Indenture Trustee shall not be bound to recalculate, reverify, or make any investigation into the facts or of matters stated in any Servicer’s Certificate, resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bondapproval, debenture bond or other paper or document, but unless requested in writing to do so by Holders of Notes evidencing not less than 25% of the aggregate Outstanding Amount of the Notes of the Controlling Class (acting together as a single Class); provided, however, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture, the Indenture Trustee may require security or indemnity reasonably satisfactory to it against such cost, expense or liability as a condition to so proceeding; and nothing in its discretionthis clause shall derogate from the obligation of the Servicer to observe any applicable law prohibiting disclosure of information regarding the Obligors; (vii) the Indenture Trustee may execute any of the trusts or powers under this Indenture or perform any duties under this Indenture either directly or by or through agents or attorneys or a custodian; (viii) the right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture shall not be construed as a duty, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if and the Indenture Trustee shall determine to make not be answerable for other than its negligence, bad faith or willful misconduct in the performance of 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. In no event shall act; (ix) the Indenture Trustee shall not be responsible for delays or failure in performance resulting from acts beyond its control (such acts include but are not limited to nuclear or natural catastrophes or acts of God, pandemics, strikes, lockouts, work stoppages, riots, acts of war or terrorism, insurrection, revolution, interruptions, or loss or malfunctions of utilities, communications or computer (software or hardware) services). The Indenture Trustee will use reasonable efforts consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances; and (x) for the avoidance of doubt, the Indenture Trustee shall not have any responsibility duty or obligation to monitor CarMaxor enforce the Sponsor’s (or its Affiliates’) compliance with or be charged with knowledge of the any applicable risk retention rules of 17 CFR Part 246, nor shall it be liable to any investor, Holder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effect. (h) Any permissive right or privilege of the Indenture Trustee hereunder shall not be deemed to be or otherwise construed as a duty or obligation. (i) regulations. The Indenture Trustee shall not be charged with knowledge of any such rules or regulations, and it shall not be liable to any Noteholder or any other Person for any violation of any such rules or regulations. (b) No Noteholder will have any right to institute any proceeding with respect to this Indenture except upon satisfying the failure to perform its duties hereunder if such failure is a direct or proximate result of another party failing to perform its dutiesconditions set forth in Section 5.06.

Rights of Indenture Trustee. (a) The Subject to the provisions of Section 6.1: (i) the Indenture Trustee may conclusively rely on and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, note, debenture, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by the proper Person. party or parties (b) Before the Indenture Trustee acts or refrains from acting, it may request and shall be entitled to receive an Issuer’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 Issuer’s Certificate or Opinion of Counsel. (c) The Indenture Trustee in any of its capacities 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 need not be responsible for investigate any misconduct fact or negligence on matter stated in the part of, or for the supervision of, any such agent, attorney, custodian or nominee appointed with due care by it hereunder.document); (dii) The any request or direction or action of the Issuer mentioned herein shall be sufficiently evidenced by an Issuer Order; (iii) whenever in the administration of this Indenture the Indenture Trustee shall not deem it desirable that a matter be liable for proved or established prior to taking, suffering or omitting any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; providedhereunder, however, that such action or omission by the Indenture Trustee does not constitute willful misconduct(unless other evidence be herein specifically prescribed) may, negligence or in the absence of bad faith.faith on its part, conclusively rely upon an Officer’s Certificate; (eiv) The the Indenture Trustee may consult with counsel, counsel as to legal matters and the advice or opinion of any such counsel selected by the Indenture Trustee 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 of any action taken, suffered or omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel.reliance thereon; (fv) The 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 any 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.; (gvi) The the Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bondnote, debenture debenture, other evidence of indebtedness, 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. In no event shall ; (vii) the Indenture Trustee have may execute any responsibility to monitor CarMax’s compliance with or be charged with knowledge of the risk retention rules of 17 CFR Part 246trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, nor shall it be liable to any investorattorneys, Holder, custodians or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effect. (h) Any permissive right or privilege of nominees and the Indenture Trustee hereunder shall not be deemed to be responsible for any misconduct or otherwise construed as a duty negligence on the part of any agent, attorney, custodian or obligation.nominee appointed with due care by it hereunder; (iviii) The 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 the failure Indenture Trustee’s conduct does not constitute willful misconduct, gross negligence or bad faith; (ix) the Indenture Trustee shall not be required to perform give any bond or surety in respect of the performance of its powers and duties hereunder if hereunder; (x) the Indenture Trustee shall not be bound to ascertain or inquire as to the performance or observance of any covenants, conditions or agreements on the part of the Issuer; (xi) the permissive rights of the Indenture Trustee to do things enumerated in this Indenture shall not be construed as a duty and the Indenture Trustee shall not be answerable for other than its gross negligence or willful default; (xii) in the event that the Indenture Trustee is also acting as Paying Agent or Note Registrar hereunder, the rights and protections afforded to the Indenture Trustee pursuant to this Article VI shall also be afforded to such failure is Paying Agent or Note Registrar; (xiii) in no event shall the Indenture Trustee be liable for special, indirect or consequential damages; and (xiv) the Indenture Trustee shall have no duty (i) to see to any recording, filing, or depositing of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a direct security interest, or proximate result to see to the maintenance of another any such recording or filing or depositing or to any rerecording, refiling or redepositing of any thereof, (ii) to see to any insurance, (iii) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Issuer or (iv) to confirm or verify the contents of any reports or certificates of the Servicer delivered to the Indenture Trustee pursuant to this Indenture or the Servicing Agreement believed by the Indenture Trustee to be genuine and to have been signed or presented by the proper party failing or parties. (b) The recitals contained herein and in the Notes, except the Indenture Trustee’s certificates of authentication, shall be taken as the statements of the Issuer, and the Indenture Trustee assumes no responsibility for their correctness. The Indenture Trustee makes no representations as to perform its dutiesthe validity or sufficiency of this Indenture or of the Notes, except to the extent provided by the Indenture Trustee’s certificate of authentication on the Notes. The Indenture Trustee shall not be accountable for the use or application by the Issuer of the proceeds of the Notes.

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 Personperson. (b) Before the Indenture Trustee acts or refrains from acting, it may request and shall be entitled to receive require an Issuer’s 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 Issuer’s Officer's Certificate or Opinion of CounselCounsel unless other evidence is specifically required. (c) The Indenture Trustee in any of its capacities may execute any of the trusts or powers hereunder under this Indenture or perform any duties hereunder under this Indenture either directly or by or through agents or attorneys counsel 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, attorneycounsel, custodian custodian, or nominee appointed with due care by it hereunderunder this Indenture. (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 written advice or opinion of counsel with respect to legal matters relating to this Indenture Indenture, the Transaction Documents, and the Notes and any Opinion of Counsel shall be full and complete authorization and protection from liability in respect to for any action taken, omitted omitted, or suffered by it hereunder under this Indenture in good faith and in accordance with the advice of counsel or opinion any Opinion of such counselCounsel. (e) The Indenture Trustee may enter into any amendment of the Sale and Servicing Agreement as to which the Rating Agency Condition is satisfied, and when so requested by an Issuer Request and the Rating Agency Condition is satisfied, the Indenture Trustee shall enter into any amendment of the Sale and Servicing Agreement (i) that does not impose further obligations or liabilities on the Indenture Trustee, and (ii) as to which either the Rating Agency Condition is satisfied or Holders of not less than 662/3% of the aggregate Outstanding Amount of Notes and the Credit Enhancer have consented. (f) The Indenture Trustee shall be under no obligation to exercise any With the consent of the rights or powers vested in it by this Indenture at Master Servicer and the request or direction of the Noteholders pursuant to this IndentureCredit Enhancer, unless such Noteholders shall have offered to the Indenture Trustee security or indemnity satisfactory may appoint Custodians to it against hold any portion of the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. (g) The Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document, but Collateral as agent for the Indenture Trustee, by entering into a Custodial Agreement substantially in its discretionthe form of Exhibit B. Subject to this Article, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Indenture Trustee shall determine agrees to make such further inquiry or investigation, it comply with each Custodial Agreement and to enforce each Custodial Agreement against the custodian for the benefit of the Noteholders and the Credit Enhancer. Each custodian shall be entitled a depository institution (or an affiliate of a depository institution) subject to examine supervision by federal or state authority and shall be qualified to do business in the books, records and premises jurisdiction in which it holds any Collateral. Each Custodial Agreement may be amended only with the consent of the IssuerCredit Enhancer, personally or by agent or attorney. In no event shall the Indenture Trustee have any responsibility to monitor CarMax’s compliance with or be charged with knowledge of the risk retention rules of 17 CFR Part 246, nor shall it be liable to any investor, Holder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effect. (h) Any permissive right or privilege of the Indenture Trustee hereunder which shall not be deemed to be or otherwise construed as a duty or obligationunreasonably withheld. (i) The Indenture Trustee shall not be liable for the failure to perform its duties hereunder if such failure is a direct or proximate result of another party failing to perform its duties.

Rights of Indenture Trustee. (a) The Indenture Trustee may conclusively rely and shall be fully protected in acting on any document believed by it to be genuine and to have been signed or presented by the proper Person. The Indenture Trustee need not investigate any fact or matter stated in any such document. (b) Before the Indenture Trustee acts or refrains from acting, it may request and shall be entitled to receive require an Issuer’s Officers' 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 Issuer’s the Officers' Certificate or Opinion of Counsel. (c) The Indenture Trustee in any of its capacities may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or agents, attorneys, a custodian or a 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 hereunderit. (d) The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which that it believes to be authorized or within its rights or powers; provided, however, that such action or omission by the Indenture Trustee Trustee's conduct does not constitute willful wilful 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 not be under no obligation required to exercise make any initial or periodic examination of the rights any files 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 records related to the Indenture Trustee security Receivables for the purpose of establishing the presence or indemnity satisfactory to it against absence of defects, the costs, expenses compliance by the Issuer with its representations and liabilities which might be incurred by it in compliance with such request warranties or directionfor any other purpose. (g) The Indenture Trustee shall not be bound to make any investigation into In the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document, but the Indenture Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if event that the Indenture Trustee shall determine is also acting as Paying Agent or Note Registrar hereunder, the rights and protections afforded 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. In no event shall the Indenture Trustee have any responsibility pursuant to monitor CarMax’s compliance with or this Article VI shall also be charged with knowledge of the risk retention rules of 17 CFR Part 246, nor shall it be liable afforded to any investor, Holder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effect. (h) Any permissive right or privilege of the Indenture Trustee hereunder shall not be deemed to be in its capacity as such Paying Agent or otherwise construed as a duty or obligationNote Registrar. (i) The Indenture Trustee shall not be liable for the failure to perform its duties hereunder if such failure is a direct or proximate result of another party failing to perform its duties.

Rights of Indenture Trustee. (a) The Except as otherwise provided in the second succeeding sentence, the Indenture Trustee may conclusively rely on on, and shall be protected in acting or refraining from acting upon, any resolution, Officer’s Certificate, Opinion of Counsel, certificate of auditors, Independent Certificate or any other document believed by it to be genuine and to have been signed or presented by the proper Personperson. The Indenture Trustee need not investigate any fact, calculation or matter stated in the document. Notwithstanding the foregoing, the Indenture Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Indenture Trustee that shall be specifically required to be furnished pursuant to any provision of this Indenture, shall examine them to determine whether they comply as to form to the requirements of this Indenture. (b) Before the Indenture Trustee acts or refrains from acting, it may request and shall be entitled to receive require an IssuerOfficer’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 IssuerOfficer’s Certificate or Opinion of Counsel. (c) The Indenture Trustee in any of its capacities 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 Trustee’s conduct 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 trusts or powers vested in it by this Indenture or to institute, conduct or defend any litigation hereunder or in relation hereto at the request request, order or direction of any of the Noteholders Noteholders, pursuant to the provisions of this Indenture, other than requests, demands or directions relating to an asset representations review pursuant to Section 7.05, unless such Noteholders shall have offered to the Indenture Trustee security or indemnity reasonably satisfactory to it the Indenture Trustee against the costs, expenses and liabilities which might may be incurred therein or thereby; provided, however, nothing contained herein shall relieve the Indenture Trustee of the obligation, upon the occurrence of an Event of Default of which a Responsible Officer of the Indenture Trustee shall have actual knowledge (which has not been cured), to exercise such of the rights and powers vested in it by it this Indenture, and to use the same degree of care and skill in compliance with their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such request or directionperson’s own affairs. (g) The right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture shall not be construed as a duty, and the Indenture Trustee shall not be answerable in the performance of such act for other than its negligence or willful misconduct. (h) The Indenture Trustee shall not be bound required to make give any investigation into bond or surety in respect of the facts execution of the Owner Trust Estate created hereby or matters stated the powers granted hereunder. (i) All rights of action and claims under this Indenture or the Note may be prosecuted and enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any resolutionproceeding relating thereto, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document, but the Indenture Trustee, in its discretion, may make any such further inquiry or investigation into such facts or matters as it may see fit, and, if proceeding instituted by the Indenture Trustee shall determine be brought in its own name or in its capacity as Indenture Trustee. Any recovery of judgment shall, after provision for the payments to make such further inquiry or investigationthe Indenture Trustee provided for in Section 6.07, it shall be entitled to examine for the books, records and premises ratable benefit of the Issuer, personally or by agent or attorney. Noteholders in respect of which such judgment has been recovered. (j) In no event shall the Indenture Trustee have be responsible or liable for any responsibility failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, Force Majeure; it being understood that the Indenture Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to monitor CarMax’s compliance with or be charged with knowledge of resume performances as soon as practicable under the risk retention rules of 17 CFR Part 246, nor shall it be liable to any investor, Holder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effectcircumstances. (h) Any permissive right or privilege of the Indenture Trustee hereunder shall not be deemed to be or otherwise construed as a duty or obligation. (ik) The Indenture Trustee shall not be liable for obligated to monitor, supervise or enforce the failure to perform its duties hereunder if such failure is a direct performance of the Depositor or proximate result of another party failing to perform its dutiesSponsor under the Basic Documents, except as otherwise expressly required herein or therein.

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.Except as otherwise provided in Section 6.01: (bi) Before the Indenture Trustee acts or refrains from acting, it may request and shall be entitled to receive an Issuer’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 IssuerOfficer’s Certificate or Opinion of CounselCounsel from the appropriate party. (cii) the Indenture Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, Officer’s Certificate, Opinion of Counsel, certificate of an authorized signatory, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Indenture Trustee is authorized to accept written instructions, directions, reports, notices or other communications digitally or electronically signed or delivered by electronic transmissions and, in any the absence of its capacities 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 bad faith or negligence on its part, may conclusively rely on the part offact that the Person sending same is, or for the supervision ofin fact, any such agent, attorney, custodian or nominee appointed with due care by it hereunder.a Person authorized to do so; (diii) 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, counsel and the advice or opinion any Opinion of counsel with respect to legal matters relating to this Indenture and the Notes Counsel shall be full and complete authorization and protection from liability in respect to of any action taken, omitted taken or suffered or omitted by it hereunder under this Indenture in good the absence of bad faith and in accordance with the advice or opinion such Opinion of such counsel.Counsel; (fiv) The the Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or the other Basic Documents, or to institute, conduct or defend any litigation under this Indenture, or in relation to this Indenture or the other Basic Documents, at the request request, order or direction of any of the Noteholders pursuant to the provisions of this Indenture or the other Basic Documents, other than to fulfill its duties and obligations under Section 11.02 of the Sale and Servicing Agreement and Section 7.02(d) and Article XII of this Indenture, unless such Noteholders shall have offered to the Indenture Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which might (including the reasonable fees of counsel) that may be incurred therein or thereby; (v) the Indenture Trustee shall not be personally liable for any action taken, suffered or omitted by it in compliance with such request the absence of bad faith and reasonably believed by it to be authorized or direction.within the discretion or rights or powers conferred upon it by this Indenture or any other Basic Documents; (gvi) The the Indenture Trustee shall not be bound to recalculate, reverify, or make any investigation into the facts or of matters stated in any Servicer’s Certificate, resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bondapproval, debenture bond or other paper or document, but unless requested in writing to do so by Holders of Notes evidencing not less than 25% of the aggregate Outstanding Amount of the Notes of the Controlling Class (acting together as a single Class); provided, however, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture, the Indenture Trustee may require security or indemnity reasonably satisfactory to it against such cost, expense or liability as a condition to so proceeding; and nothing in its discretionthis clause shall derogate from the obligation of the Servicer to observe any applicable law prohibiting disclosure of information regarding the Obligors; (vii) the Indenture Trustee may execute any of the trusts or powers under this Indenture or perform any duties under this Indenture either directly or by or through agents or attorneys or a custodian; (viii) the right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture shall not be construed as a duty, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if and the Indenture Trustee shall determine to make not be answerable for other than its negligence, bad faith or willful misconduct in the performance of 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. In no event shall act; (ix) the Indenture Trustee shall not be responsible for delays or failure in performance resulting from acts beyond its control (such acts include but are not limited to nuclear or natural catastrophes or acts of God, pandemics, strikes, lockouts, work stoppages, riots, acts of war or terrorism, insurrection, revolution, interruptions, or loss or malfunctions of utilities, communications or computer (software or hardware) services). The Indenture Trustee will use reasonable efforts consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances; and (x) for the avoidance of doubt, the Indenture Trustee shall not have any responsibility duty or obligation to monitor CarMaxor enforce the Sponsor’s (or its Affiliates’) compliance with or be charged with knowledge of the any applicable risk retention rules of 17 CFR Part 246, nor shall it be liable to any investor, Holder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effect. (h) Any permissive right or privilege of the Indenture Trustee hereunder shall not be deemed to be or otherwise construed as a duty or obligation. (i) regulations. The Indenture Trustee shall not be charged with knowledge of any such rules or regulations, and it shall not be liable to any Noteholder or any other Person for the failure to perform its duties hereunder if any violation of any such failure is a direct rules or proximate result of another party failing to perform its dutiesregulations.

Rights of Indenture Trustee. (a) The Indenture Trustee may conclusively rely on and shall be protected in acting or refraining from acting in good faith upon any resolution, Officer's Certificate, opinion of counsel, certificate of auditors, or any other certificate, statement, instrument, report, notice, consent or other document believed by it to be genuine and to have been signed or presented by the proper Personperson. The Indenture Trustee need not investigate any fact or matter stated in any such document. (b) Before the Indenture Trustee acts or refrains from acting, it may request and shall be entitled to receive require an Issuer’s 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 Issuer’s any such Officer's Certificate or Opinion of Counsel. (c) The Indenture Trustee in any of its capacities 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 Trustee's conduct 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 not be under no obligation personally liable for any action taken, suffered or omitted by it in good faith and believed by it to exercise any of be authorized or within the discretion or rights or powers vested in conferred upon it by this Indenture at the request or direction of the Noteholders pursuant to this IndentureAgreement, unless such Noteholders it shall have offered to be proved that the Indenture Trustee security or indemnity satisfactory to it against was negligent in ascertaining the costs, expenses and liabilities which might be incurred by it in compliance with such request or directionpertinent facts. (g) The Prior to the occurrence of an Event of Default hereunder, and after the curing or waiver of all Events of Default that may have occurred, the Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bondapproval, debenture bond or other paper or document, but unless requested in writing to do so by the Enhancer or the Noteholders representing a majority of the aggregate Note Balance; provided, however, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of 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 not assured to the Indenture Trustee shall determine by the security afforded to make such further inquiry or investigationit by the terms of this Indenture, it shall be entitled to examine the books, records and premises of the Issuer, personally or by agent or attorney. In no event shall the Indenture Trustee have may require indemnity satisfactory to the Indenture Trustee against such cost, expense or liability as a condition to taking any responsibility to monitor CarMax’s compliance with or be charged with knowledge of the risk retention rules of 17 CFR Part 246, nor shall it be liable to any investor, Holder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effectaction. (h) Any permissive right or privilege of the Indenture Trustee hereunder shall not be deemed to be or otherwise construed as a duty or obligation. (i) The Indenture Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Agreement or to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order or direction of any of the Enhancer or the Noteholders, pursuant to the provisions of this Agreement, unless the Enhancer or the Noteholders shall have offered to the Indenture Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; nothing contained herein shall, however, relieve the Indenture Trustee of the obligation, upon the occurrence of an Event of Default (which has not be liable for been cured or waived), to exercise such of the failure rights and powers vested in it by this Agreement, and to perform its duties hereunder if use the same degree of care and skill in their exercise as a prudent investor would exercise or use under the circumstances in the conduct of such failure is a direct or proximate result of another party failing to perform its dutiesinvestor's own affairs.

Rights of Indenture Trustee. (a) The Indenture Trustee may conclusively rely on and will be protected in acting or refraining from acting upon any certificate, instrument, opinion, report, notice, request, direction, consent or other document believed by it to be genuine and which appears on its face to have been be properly executed and signed or presented by the proper Person. The Indenture Trustee need not investigate any fact or matters stated in any document. (b) Before the Indenture Trustee acts or refrains from acting, it may request and shall be entitled to receive require an IssuerOfficer’s Certificate or an Opinion of Counsel. The Indenture Trustee shall will not be liable for any action it takes or omits to take in good faith in reliance on an IssuerOfficer’s Certificate or Opinion of Counsel. (c) The Indenture Trustee in may exercise any of its capacities may execute any of the trusts rights or powers hereunder under this Indenture or perform any duties hereunder under this Indenture either directly or by or through agents or attorneys or a custodian or nominee, and the Indenture Trustee shall will not be responsible for any misconduct or negligence on the part of, or for the supervision of, any such agent, attorneycounsel, custodian or nominee appointed with due care by it hereunderunder this Indenture. (d) The Indenture Trustee shall will 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 powers if the action or omission by the Indenture Trustee does not constitute willful misconduct, negligence or bad faithnegligence. (e) The Indenture Trustee may consult with counsel, and the advice or opinion of counsel with respect to on legal matters relating to this Indenture and the Notes shall will be full and complete authorization and protection from liability in respect to for any action taken, omitted taken or suffered not taken by it hereunder the Indenture Trustee under this Indenture in good faith and in accordance with the advice or opinion of such counsel. (f) The Indenture Trustee shall be is under no obligation to (i) exercise any of the rights or powers vested in it by this Indenture at or to expend or risk its own funds or otherwise incur financial liability in the performance of its duties under this Indenture if it has reasonable grounds to believe that repayment of funds advanced by it or adequate indemnity satisfactory to it against the risk or liability is not reasonably assured to it or (ii) honor the request or direction of any of the Noteholders pursuant to under this Indenture, Indenture unless such the Noteholders shall have offered to the Indenture Trustee reasonable security or indemnity satisfactory to it from and against the reasonable costs, expenses expenses, disbursements, advances and liabilities which that might be incurred by it the Indenture Trustee, or its agents, counsel, accountants and experts, in compliance complying with such the request or direction. (g) The Indenture Trustee shall will not be bound to make responsible or liable for any investigation into failure or delay in the facts performance of its obligations under this Indenture arising out of or matters stated in any resolutioncaused by, certificatedirectly or indirectly, statementforces beyond its control, instrumentincluding strikes, opinionwork stoppages, reportacts of war or terrorism, noticecivil or military disturbances, requestnuclear catastrophes, directionfires, consentfloods, orderearthquakes, bondstorms, debenture hurricanes or other paper natural catastrophes and interruptions, loss or documentfailures of mechanical, but the Indenture Trustee, in its discretion, may make such further inquiry electronic or investigation into such facts or matters as it may see fit, and, if the communication systems. The Indenture Trustee shall determine will use reasonable efforts which are consistent with accepted practices in the banking industry to make such further inquiry or investigation, it shall be entitled to examine resume performance as soon as practicable under the books, records and premises of the Issuer, personally or by agent or attorney. In no event shall the Indenture Trustee have any responsibility to monitor CarMax’s compliance with or be charged with knowledge of the risk retention rules of 17 CFR Part 246, nor shall it be liable to any investor, Holder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effectcircumstances. (h) Any permissive right The Indenture Trustee will not be responsible or privilege liable for special, indirect or consequential loss or damage of any kind whatsoever (including loss of profit) irrespective of whether the Indenture Trustee hereunder shall not be deemed to be has been advised of the likelihood of the loss or otherwise construed as a duty or obligationdamage and regardless of the form of action. (i) The Indenture Trustee shall not be liable for the failure to perform its duties hereunder if such failure is a direct or proximate result of another party failing to perform its duties.

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. The Indenture Trustee need not investigate any fact, calculation or matter stated in any such document. Notwithstanding the foregoing, the Indenture Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Indenture Trustee that shall be specifically required to be furnished pursuant to any provision of this Indenture, shall examine them to determine whether they comply as to form to the requirements of this Indenture. (b) Before the Indenture Trustee acts or refrains from acting, it may request and shall be entitled to receive an Issuer’s 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 Issuer’s Officer's Certificate or Opinion of CounselCounsel unless it is proved that the Indenture Trustee was negligent in such reliance. (c) The Indenture Trustee in any of its capacities 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 any of the Noteholders pursuant to this Indenture, unless such Noteholders shall have offered to the Indenture Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. (g) The Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document, but the Indenture Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Indenture Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Issuer, personally or by agent or attorney. In no event shall the Indenture Trustee have any responsibility to monitor CarMax’s compliance with or be charged with knowledge of the risk retention rules of 17 CFR Part 246, nor shall it be liable to any investor, Holder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effect. (h) Any permissive right or privilege of the Indenture Trustee hereunder shall not be deemed to be or otherwise construed as a duty or obligation. (i) The Indenture Trustee shall not be liable for the failure to perform its duties hereunder if such failure is a direct or proximate result of another party failing to perform its duties.

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.Except as otherwise provided in Section 6.01: (bi) Before the Indenture Trustee acts or refrains from acting, it may request and shall be entitled to receive an Issuer’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 IssuerOfficer’s Certificate or Opinion of CounselCounsel from the appropriate party. (cii) The Indenture Trustee in any of its capacities 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 may rely and shall not be responsible for protected in acting or refraining from acting upon any misconduct resolution, Officer’s Certificate, Opinion of Counsel, certificate of an authorized signatory, certificate of auditors or negligence on the part ofany other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or for the supervision of, any such agent, attorney, custodian other paper or nominee appointed with due care document believed by it hereunder.to be genuine and to have been signed or presented by the proper party or parties; (diii) 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, counsel and the advice or opinion any Opinion of counsel with respect to legal matters relating to this Indenture and the Notes Counsel shall be full and complete authorization and protection from liability in respect to of any action taken, omitted taken or suffered or omitted by it hereunder under this Indenture in good the absence of bad faith and in accordance with the advice or opinion such Opinion of such counsel.Counsel; (fiv) The the Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or the other Basic Documents, or to institute, conduct or defend any litigation under this Indenture, or in relation to this Indenture or the other Basic Documents, at the request request, order or direction of any of the Noteholders pursuant to the provisions of this Indenture or the other Basic Documents, other than to fulfill its duties and obligations under Section 11.02 of the Sale and Servicing Agreement and Section 7.02(d) and Article XII of this Indenture, unless such Noteholders shall have offered to the Indenture Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which might (including the reasonable fees of counsel) that may be incurred therein or thereby; (v) the Indenture Trustee shall not be personally liable for any action taken, suffered or omitted by it in compliance with such request the absence of bad faith and reasonably believed by it to be authorized or direction.within the discretion or rights or powers conferred upon it by this Indenture or any other Basic Documents; (gvi) The the Indenture Trustee shall not be bound to recalculate, reverify, or make any investigation into the facts or of matters stated in any Servicer’s Certificate, resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bondapproval, debenture bond or other paper or document, but unless requested in writing to do so by Holders of Notes evidencing not less than 25% of the aggregate Outstanding Amount of the Notes of the Controlling Class (acting together as a single Class); provided, however, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture, the Indenture Trustee may require security or indemnity reasonably satisfactory to it against such cost, expense or liability as a condition to so proceeding; and nothing in its discretionthis clause shall derogate from the obligation of the Servicer to observe any applicable law prohibiting disclosure of information regarding the Obligors; (vii) the Indenture Trustee may execute any of the trusts or powers under this Indenture or perform any duties under this Indenture either directly or by or through agents or attorneys or a custodian; (viii) the right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture shall not be construed as a duty, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if and the Indenture Trustee shall determine to make not be answerable for other than its negligence, bad faith or willful misconduct in the performance of 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. In no event shall act; (ix) the Indenture Trustee shall not be responsible for delays or failure in performance resulting from acts beyond its control (such acts include but are not limited to acts of God, strikes, lockouts, riots and acts of war). The Indenture Trustee will use reasonable efforts consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances; and (x) for the avoidance of doubt, the Indenture Trustee shall not have any responsibility duty or obligation to monitor CarMaxor enforce the Sponsor’s (or its Affiliates’) compliance with or be charged with knowledge of the any applicable risk retention rules of 17 CFR Part 246, nor shall it be liable to any investor, Holder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effect. (h) Any permissive right or privilege of the Indenture Trustee hereunder shall not be deemed to be or otherwise construed as a duty or obligation. (i) regulations. The Indenture Trustee shall not be charged with knowledge of any such rules or regulations, and it shall not be liable to any Noteholder or any other Person for any violation of any such rules or regulations. (b) No Noteholder will have any right to institute any proceeding with respect to this Indenture except upon satisfying the failure to perform its duties hereunder if such failure is a direct or proximate result of another party failing to perform its dutiesconditions set forth in Section 5.06.

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. The Indenture Trustee need not investigate any fact or matter stated in such document. (b) Before the Indenture Trustee acts or refrains from acting, it may request and shall be entitled to receive require an Issuer’s Officers’ Certificate of the Issuer 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 Issuer’s such Officers’ Certificate or Opinion of Counsel. (c) The Indenture Trustee in any of its capacities 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 Trustee’s conduct 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 In the event that the Person acting as Indenture Trustee shall be under no obligation to exercise any of is also acting as securities intermediary, all the rights or powers vested in it by this Indenture at the request or direction of the Noteholders pursuant to this Indenturerights, unless such Noteholders shall have offered powers, immunities and indemnities afforded to the Indenture Trustee security or indemnity satisfactory under the Basic Documents shall also be afforded to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or directionsecurities intermediary. (g) Absent willful misconduct or fraud, the Indenture Trustee shall not be liable for any punitive damages, regardless of the form of action and whether or not any such damages were foreseeable or contemplated. (h) The Indenture Trustee shall not be bound deemed to make have notice of any investigation into the facts Default or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document, but the Indenture Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if Event of Default unless a Responsible Officer of the Indenture Trustee shall determine to make has actual knowledge thereof or unless written notice of any event which is in fact such further inquiry Default or investigation, it shall be entitled to examine the books, records and premises Event of the Issuer, personally or Default is received by agent or attorney. In no event shall the Indenture Trustee have any responsibility to monitor CarMax’s compliance with or be charged with knowledge of at the risk retention rules of 17 CFR Part 246Corporate Trust Office, nor shall it be liable to any investor, Holder, or any party whatsoever for violation of and such rules or requirements or such similar provisions now or hereafter in effectnotice references the Notes under this Indenture. (hi) Any permissive right or privilege of authority granted to the Indenture Trustee hereunder shall not be deemed to be or otherwise construed as a duty or obligation. (i) The Indenture Trustee shall not be liable for the failure to perform its duties hereunder if such failure is construed as a direct or proximate result of another party failing to perform its dutiesmandatory duty.

Rights of Indenture Trustee. (a) The Except as otherwise provided in Section 6.01: (i) the Indenture Trustee may conclusively rely on and shall be protected in acting or refraining from acting upon any resolution, Officer’s Certificate, certificate of an authorized signatory, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper Person.party or parties; (bii) Before the Indenture Trustee acts or refrains from acting, it may request and shall be entitled to receive an Issuer’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 Issuer’s Certificate or Opinion of Counsel. (c) The Indenture Trustee in any of its capacities 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, counsel and the advice or opinion any Opinion of counsel with respect to legal matters relating to this Indenture and the Notes Counsel shall be full and complete authorization and protection from liability in respect to of any action taken, omitted taken or suffered or omitted by it hereunder under this Indenture in good the absence of bad faith and in accordance with the advice or opinion such Opinion of such counsel.Counsel; (fiii) The the Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or the Sale and Servicing Agreement, or to institute, conduct or defend any litigation under this Indenture, or in relation to this Indenture or the Sale and Servicing Agreement, at the request request, order or direction of any of the Noteholders pursuant to the provisions of this IndentureIndenture or the Sale and Servicing Agreement, other than requests, demands or directions relating to the dispute resolution procedures described in Section 11.02 of the Sale and Servicing Agreement, unless such Noteholders shall have offered to the Indenture Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities which might (including the reasonable fees of counsel) that may be incurred therein or thereby; (iv) the Indenture Trustee shall not be personally liable for any action taken, suffered or omitted by it in compliance with such request the absence of bad faith and reasonably believed by it to be authorized or direction.within the discretion or rights or powers conferred upon it by this Indenture; (gv) The the Indenture Trustee shall not be bound to recalculate, reverify, or make any investigation into the facts or of matters stated in any Servicer’s Certificate, resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bondapproval, debenture bond or other paper or document, but unless requested in writing to do so by Holders of Notes evidencing not less than 25% of the aggregate Outstanding Amount of the Notes of the Controlling Class (acting together as a single Class); provided, however, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of 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 not reasonably assured to the Indenture Trustee shall determine by the security afforded to make such further inquiry or investigationit by the terms of this Indenture, it shall be entitled to examine the books, records and premises of the Issuer, personally or by agent or attorney. In no event shall the Indenture Trustee have any responsibility may require reasonable indemnity against such cost, expense or liability as a condition to monitor CarMax’s compliance with or be charged with knowledge so proceeding; and nothing in this clause shall derogate from the obligation of the risk retention rules Servicer to observe any applicable law prohibiting disclosure of 17 CFR Part 246, nor shall it be liable to information regarding the Obligors; and (vi) the Indenture Trustee may execute any investor, Holder, of the trusts or powers under this Indenture or perform any party whatsoever for violation of such rules duties under this Indenture either directly or requirements by or such similar provisions now through agents or hereafter in effectattorneys or a custodian. (hb) Any permissive No Noteholder will have any right or privilege of to institute any proceeding with respect to this Indenture except upon satisfying the Indenture Trustee hereunder shall not be deemed to be or otherwise construed as a duty or obligationconditions set forth in Section 5.06. (i) The Indenture Trustee shall not be liable for the failure to perform its duties hereunder if such failure is a direct or proximate result of another party failing to perform its duties.

Rights of Indenture Trustee. (a) The Indenture Trustee may conclusively rely and shall be fully protected in relying on any document (including electronic documents and communications delivered in accordance with the terms of this Indenture) believed by it to be genuine and to have been signed or presented by the proper Personperson. The Indenture Trustee need not investigate any fact or matter stated in such document. (b) Before the Indenture Trustee acts or refrains from acting, it may request require and shall be entitled to receive an IssuerOfficer’s Certificate or an Opinion of Counsel, which counsel may be an employee of or counsel to the Issuer or the Seller and which shall be reasonably satisfactory to the Indenture Trustee, or, in the Indenture Trustee’s sole judgment, of external counsel of the Issuer (at no cost or expense to the Indenture Trustee) that such action is required or permitted hereunder. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an Issuersuch Officer’s Certificate or Opinion of Counsel. (c) The Indenture Trustee in any of its capacities 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. The Indenture Trustee shall give prompt written notice to the Rating Agencies of the appointment of any such agent, custodian or nominee to whom it delegates any of its express duties under this Indenture provided, that the Indenture Trustee shall not be obligated to give such notice (i) if the Issuer or the Holders have directed the Indenture Trustee to appoint such agent, custodian or nominee (in which event the Issuer shall give prompt notice to the Rating Agencies of any such direction) or (ii) of the appointment of any agents, custodians or nominees made at any time that an Event of Default of the Issuer has occurred and is continuing. (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, however that such action or omission by the Indenture Trustee Trustee’s conduct does not constitute willful misconduct, negligence or bad faith. (e) The Indenture Trustee may consult with counsel, and the advice or opinion Opinion of counsel Counsel with respect to legal matters relating to this Indenture and the Notes Recovery Bonds 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 (i) take any action or exercise any of the rights or powers vested in it by this Indenture or any other Basic Document or (ii) institute, conduct or defend any litigation hereunder or thereunder or in relation hereto or thereto or to investigate any matter, at the request request, order or direction of any of the Noteholders Bondholders pursuant to the provisions of this IndentureIndenture and the Series Supplement or otherwise, unless such Noteholders it shall have offered to the Indenture Trustee received security or indemnity satisfactory to it against the costs, expenses and liabilities which might may be incurred by incurred.. (g) In no event shall the Indenture Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, governmental action, strikes, work stoppages, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes, pandemics or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer systems and services; it being understood that the Indenture Trustee shall use reasonable efforts which are consistent with accepted practices in compliance with such request or directionthe banking industry to resume performance as soon as practicable under the circumstances. (gh) Any request or direction of the Issuer mentioned herein shall be sufficiently evidenced by an Issuer Request or Issuer Order. Whenever in the administration of this Indenture the Indenture Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Indenture Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, conclusively rely upon an Officer’s Certificate. (i) The Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture debenture, note, other evidence of indebtedness 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. . (j) In no event shall the Indenture Trustee have be responsible or liable for special, indirect, punitive or consequential loss or damage of any responsibility to monitor CarMax’s compliance with or be charged with knowledge kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Indenture Trustee has been advised of the risk retention rules of 17 CFR Part 246, nor shall it be liable to any investor, Holder, or any party whatsoever for violation likelihood of such rules loss or requirements or such similar provisions now or hereafter in effectdamage and regardless of the form of action. (h) Any permissive right or privilege of the Indenture Trustee hereunder shall not be deemed to be or otherwise construed as a duty or obligation. (ik) The Indenture Trustee shall not be deemed to have notice of any Default or Event of Default unless it has actual knowledge or written notice of any event which is in fact such a default is received by a Responsible Officer of the Indenture Trustee at the Corporate Trust Office of the Indenture Trustee, and such notice references the Recovery Bonds and this Indenture. (l) The rights, privileges, protections, immunities and benefits given to the Indenture Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder. (m) Beyond the exercise of reasonable care in the custody thereof, the Indenture Trustee will have no duty as to any Recovery Bond Collateral in its possession or control or in the possession or control of any agent or bailee or any income thereon or as to preservation of rights against prior parties or any other rights pertaining thereto. The Indenture Trustee will be deemed to have exercised reasonable care in the custody of the Recovery Bond Collateral in its possession if the Recovery Bond Collateral is accorded treatment substantially equal to that which it accords its own property, and the Indenture Trustee will not be liable or responsible for any loss or diminution in the value of any of the Recovery Bond Collateral by reason of the act or omission of any carrier, forwarding agency or other agent or bailee selected by the Indenture Trustee in good faith. (n) The Indenture Trustee will not be responsible for the failure existence, genuineness or value of any of the Recovery Bond Collateral or for the validity, sufficiency, perfection, priority or enforceability of the Liens in any of the Recovery Bond Collateral, except to perform its duties the extent such action or omission constitutes negligence or willful misconduct on the part of the Indenture Trustee. The Indenture Trustee shall not be responsible for the validity of the title of any grantor to the collateral, for insuring the Recovery Bond Collateral or for the payment of taxes, charges, assessments or liens upon the Recovery Bond Collateral or otherwise as to the maintenance of the Recovery Bond Collateral. (o) In the event that the Indenture Trustee is required to acquire title to an asset for any reason, or take any managerial action of any kind in regard thereto, in order to carry out any fiduciary or trust obligation for the benefit of another, which in the Indenture Trustee’s sole discretion may cause the Indenture Trustee, as applicable, to be considered an “owner or operator” under any environmental laws or otherwise cause the Indenture Trustee to incur, or be exposed to, any environmental liability or any liability under any other federal, state or local law, the Indenture Trustee reserves the right, instead of taking such action, either to resign as Indenture Trustee or to arrange for the transfer of the title or control of the asset to a court appointed receiver. The Indenture Trustee will not be liable to any person for any environmental claims or any environmental liabilities or contribution actions under any federal, state or local law, rule or regulation by reason of the Indenture Trustee’s actions and conduct as authorized, empowered and directed hereunder if such failure is a direct or proximate result relating to any kind of another party failing to perform its dutiesdischarge or release or threatened discharge or release of any hazardous materials into the environment.

Rights of Indenture Trustee. (a) The Except as otherwise provided in the second succeeding sentence, the Indenture Trustee may conclusively rely on and shall be protected in acting upon or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, note, direction, demand, election or other paper or document believed by it to be genuine and to have been signed or presented by the proper Personperson. The Indenture Trustee need not investigate any fact or matter stated in the document. Notwithstanding the foregoing, the Indenture Trustee, subject to Section 6.01(b)(ii) upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Indenture Trustee that shall be specifically required to be furnished pursuant to any provision of this Indenture, shall examine them to determine whether they comply as to form to the requirements of this Indenture. (b) Before the Indenture Trustee acts or refrains from acting, it may request and shall be entitled require an Officer's Certificate (with respect to receive an Issuer’s Certificate factual matters) or an Opinion of Counsel, as applicable. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an Issuer’s the Officer's Certificate or Opinion of Counsel. (c) The Indenture Trustee in any of its capacities 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, nominee and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, of any such agent, attorney, custodian or nominee appointed by the Indenture Trustee with due care by it hereundercare. (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 Trustee's conduct 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 trusts or powers vested in it by this Indenture or to institute, conduct or defend any litigation hereunder or in relation hereto at the request request, order or direction of any of the Noteholders Noteholders, pursuant to the provisions of this Indenture, unless such Noteholders shall have offered to the Indenture Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which might may be incurred by it in compliance with such request therein or directionthereby. (g) The Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bondapproval, debenture bond or other paper or document, but unless requested in writing to do so by a majority of Noteholders; provided, however, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of 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 not reasonably assured to the Indenture Trustee shall determine by the security afforded to make such further inquiry or investigationit by the terms of this Indenture, it shall be entitled to examine the books, records and premises of the Issuer, personally or by agent or attorney. In no event shall the Indenture Trustee have may require indemnity reasonably satisfactory to it against such cost, expense or liability as a condition to taking any responsibility to monitor CarMax’s compliance with or be charged with knowledge of the risk retention rules of 17 CFR Part 246, nor shall it be liable to any investor, Holder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effectaction. (h) Any permissive The right or privilege of the Indenture Trustee hereunder to perform any discretionary act enumerated in this Indenture shall not be deemed to be or otherwise construed as a duty or obligation. (i) The duty, and the Indenture Trustee shall not be liable answerable for other than its willful misconduct, negligence or bad faith in the failure to perform its duties hereunder if performance of such failure is a direct or proximate result of another party failing to perform its dutiesact.

Rights of Indenture Trustee. (a) The Indenture Trustee may conclusively rely and will be protected in acting or refraining from acting on any certificate, instrument, opinion, report, notice, request, direction, consent or other document believed by it to be genuine and which appears on its face to have been be properly executed and signed or presented by the proper Person. The Indenture Trustee need not investigate any fact or matters stated in any such document. (b) Before the Indenture Trustee acts or refrains from acting, it may request and shall be entitled to receive require an IssuerOfficer’s Certificate or an Opinion of Counsel. The Indenture Trustee shall will not be liable for any action it takes or omits to take in good faith in reliance on an IssuerOfficer’s Certificate or Opinion of Counsel. (c) The Indenture Trustee in may exercise any of its capacities may execute any of the trusts rights or powers hereunder under this Indenture or perform any duties hereunder under this Indenture either directly or by or through agents or attorneys or a custodian or nominee, and the Indenture Trustee shall will not be responsible for any misconduct or negligence on the part of, or for the supervision of, any such agent, attorneycounsel, custodian or nominee appointed with due care by it hereunderunder this Indenture. (d) The Indenture Trustee shall will 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 powers if the action or omission by the Indenture Trustee does not constitute willful misconduct, negligence or bad faithnegligence. (e) The Indenture Trustee may consult with counsel, and the advice or opinion of counsel with respect to on legal matters relating to this Indenture and the Notes shall will be full and complete authorization and protection from liability in respect to for any action taken, omitted taken or suffered not taken by it hereunder the Indenture Trustee under this Indenture in good faith and in accordance with the advice or opinion of such that counsel. (f) The Indenture Trustee shall be is under no obligation to (i) exercise any of the rights or powers vested in it by this Indenture at or to expend or risk its own funds or otherwise incur financial liability in the performance of its duties under this Indenture if it has reasonable grounds to believe that repayment of funds advanced by it or adequate indemnity satisfactory to it against that risk or liability is not reasonably assured to it or (ii) honor the request or direction of any of the Noteholders pursuant to under this Indenture, Indenture unless such the Noteholders shall have offered to the Indenture Trustee reasonable security or indemnity satisfactory to it from and against the reasonable costs, expenses expenses, disbursements, advances and liabilities which that might be incurred by it the Indenture Trustee, or its agents, counsel, accountants and experts, in compliance complying with such the request or direction. (g) The Indenture Trustee shall will not be bound to make responsible or liable for any investigation into failure or delay in the facts performance of its obligations under this Indenture arising out of or matters stated in any resolutioncaused by, certificatedirectly or indirectly, statementforces beyond its control, instrumentincluding strikes, opinionwork stoppages, reportacts of war, noticeterrorism, requestcivil or military disturbances, directionnuclear catastrophes, consentfires, orderfloods, bondearthquakes, debenture storms, hurricanes or other paper natural catastrophes and interruptions, loss or documentfailures of mechanical, but the Indenture Trustee, in its discretion, may make such further inquiry electronic or investigation into such facts or matters as it may see fit, and, if the communication systems. The Indenture Trustee shall determine will use reasonable efforts consistent with accepted practices in the banking industry to make such further inquiry or investigation, it shall be entitled to examine resume performance as soon as practicable under the books, records and premises of the Issuer, personally or by agent or attorney. In no event shall the Indenture Trustee have any responsibility to monitor CarMax’s compliance with or be charged with knowledge of the risk retention rules of 17 CFR Part 246, nor shall it be liable to any investor, Holder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effectcircumstances. (h) Any permissive right The Indenture Trustee will not be responsible or privilege liable for special, indirect, or consequential loss or damage of any kind whatsoever (including loss of profit) irrespective of whether the Indenture Trustee hereunder shall not be deemed to be has been advised of the likelihood of the loss or otherwise construed as a duty or obligationdamage and regardless of the form of action. (i) The Indenture Trustee shall not be liable for the failure to perform its duties hereunder if such failure is a direct or proximate result of another party failing to perform its duties.

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 Personperson. The Indenture Trustee need not investigate any fact or matter stated in the document. (b) Before the Indenture Trustee acts or refrains from acting, it may request and shall be entitled to receive require an IssuerOfficer’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 IssuerOfficer’s Certificate or Opinion of Counsel. (c) The Indenture Trustee in any of its capacities 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 Trustee’s conduct does not constitute willful misconduct, negligence or bad faith. (e) The Indenture Trustee may consult with counselcounsel of its own selection, 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 or to institute, conduct or defend any litigation hereunder or in relation hereto or to honor the request or direction of any of the Noteholders pursuant to this Indenture, Indenture unless such Noteholders shall have offered to the Indenture Trustee security or indemnity reasonably satisfactory to it against the reasonable costs, expenses expenses, disbursements, advances and liabilities which might be incurred by it it, its agents and its counsel in compliance with such request or direction. (g) The Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bondapproval, debenture bond or other paper or document, but unless requested in writing to do so by the Holders of Notes representing at least 25% of the Controlling Securities; provided that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture, the Indenture Trustee may require indemnity satisfactory to the Indenture Trustee in its discretionreasonable discretion against such cost, may make expense or liability as a condition to taking any such further inquiry or investigation into such facts or matters action. (h) The right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture shall not be construed as it may see fita duty, and, if and the Indenture Trustee shall determine not be answerable for other than its willful misconduct, negligence or bad faith in the performance of such act. (i) The rights, privileges, protections, immunities and benefits given to make such further inquiry or investigationthe Indenture Trustee, it including, without limitation, its right to be indemnified, are extended to, and shall be entitled enforceable by, the Indenture Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to examine the books, records and premises of the Issuer, personally or by agent or attorney. act hereunder. (j) In no event shall the Indenture Trustee have be responsible or liable for any responsibility failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities; it being understood that the Indenture Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to monitor CarMax’s compliance with or be charged with knowledge of resume performance as soon as practicable under the risk retention rules of 17 CFR Part 246, nor shall it be liable to any investor, Holder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effectcircumstances. (hk) Any permissive right or privilege of In no event shall the Indenture Trustee hereunder shall not be deemed to be or otherwise construed as a duty or obligation. personally liable (i) The Indenture Trustee shall not be liable for special, consequential or punitive damages, (ii) for the failure to perform acts or omissions of its duties hereunder if such failure is a direct nominees, correspondents, clearing agencies or proximate result securities depositories and (iii) for the acts or omissions of another party failing to perform its dutiesbrokers or dealers.

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 Personperson. (b) Before the Indenture Trustee acts or refrains from acting, it may request and shall be entitled to receive require an Issuer’s 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 Issuer’s Officer's Certificate or Opinion of CounselCounsel unless other evidence is specifically required. (c) The Indenture Trustee in any of its capacities may execute any of the trusts or powers hereunder under this Indenture or perform any duties hereunder under this Indenture either directly or by or through agents or attorneys counsel 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, attorneycounsel, custodian custodian, or nominee appointed with due care by it hereunderunder this Indenture. (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 written advice or opinion of counsel with respect to legal matters relating to this Indenture Indenture, the Transaction Documents, and the Notes and any Opinion of Counsel shall be full and complete authorization and protection from liability in respect to for any action taken, omitted omitted, or suffered by it hereunder under this Indenture in good faith and in accordance with the advice of counsel or opinion any Opinion of such counselCounsel. (e) The Indenture Trustee may enter into any amendment of the Sale and Servicing Agreement as to which the Rating Agency Condition is satisfied, and when so requested by an Issuer Request and the Rating Agency Condition is satisfied, the Indenture Trustee shall enter into any amendment of the Sale and Servicing Agreement (i) that does not impose further obligations or liabilities on the Indenture Trustee, and (ii) as to which either the Rating Agency Condition is satisfied or Holders of not less than 66(2)/3% of the aggregate Outstanding Amount of both Classes and the Credit Enhancer have consented. (f) The Indenture Trustee shall be under no obligation to exercise any With the consent of the rights or powers vested in it by this Indenture at Master Servicer and the request or direction of the Noteholders pursuant to this IndentureCredit Enhancer, unless such Noteholders shall have offered to the Indenture Trustee security or indemnity satisfactory may appoint Custodians to it against hold any portion of the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. (g) The Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document, but Collateral as agent for the Indenture Trustee, by entering into a Custodial Agreement substantially in its discretionthe form of Exhibit B. Subject to this Article, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Indenture Trustee shall determine agrees to make such further inquiry or investigation, it comply with each Custodial Agreement and to enforce each Custodial Agreement against the custodian for the benefit of the Noteholders and the Credit Enhancer. Each custodian shall be entitled a depository institution (or an affiliate of a depository institution) subject to examine supervision by federal or state authority and shall be qualified to do business in the books, records and premises jurisdiction in which it holds any Collateral. Each Custodial Agreement may be amended only with the consent of the IssuerCredit Enhancer, personally or by agent or attorney. In no event shall the Indenture Trustee have any responsibility to monitor CarMax’s compliance with or be charged with knowledge of the risk retention rules of 17 CFR Part 246, nor shall it be liable to any investor, Holder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effect. (h) Any permissive right or privilege of the Indenture Trustee hereunder which shall not be deemed to be or otherwise construed as a duty or obligationunreasonably withheld. (i) The Indenture Trustee shall not be liable for the failure to perform its duties hereunder if such failure is a direct or proximate result of another party failing to perform its duties.

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 Personperson. The Indenture Trustee need not investigate any fact or matter stated in the document. (b) Before the Indenture Trustee acts or refrains from acting, it may request and shall be entitled to receive require an IssuerOfficer’s Certificate or an Opinion of Counsel, which shall not be at the expense of the Indenture Trustee. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an IssuerOfficer’s Certificate or Opinion of Counsel. The right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture or in any Operative Agreement shall not be construed as a duty and the Indenture Trustee shall not be answerable for other than its negligence or willful misconduct in the performance of such act. (c) The Indenture Trustee in any of its capacities 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 Trustee’s conduct does not constitute willful misconduct, negligence or bad faith. (e) The Indenture Trustee may consult with counsel, and the advice or opinion any Opinion of counsel Counsel with respect to legal matters relating to this Indenture Indenture, any Operative Agreement 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 any Opinion of Counsel of such counsel. (f) The In the event that the Indenture Trustee shall be is also acting as Paying Agent, Note Registrar, Custodian or Trust Administrator hereunder or under no obligation to exercise any of Operative Agreement, 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 and protections afforded to the Indenture Trustee security or indemnity satisfactory pursuant to it against the coststhis Article Six shall be afforded to such Paying Agent, expenses Note Registrar, Custodian and liabilities which might be incurred by it in compliance with such request or directionTrust Administrator. (g) The Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document, but the Indenture Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Indenture Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Issuer, personally or by agent or attorney. In no event shall the Indenture Trustee have any responsibility to monitor CarMax’s compliance with or be charged with knowledge of the risk retention rules of 17 CFR Part 246, nor shall it be liable to any investor, Holder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effect. (h) Any permissive right or privilege rights of the Indenture Trustee hereunder enumerated herein shall not be deemed to be or otherwise construed as a duty or obligation. (i) The Indenture Trustee shall not be liable for the failure to perform its duties hereunder if such failure is a direct or proximate result of another party failing to perform its duties.

Rights of Indenture Trustee. (a) The Except as provided by the second succeeding sentence, 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. The Indenture Trustee need not investigate any fact or matter stated in the document. Notwithstanding the foregoing, the Indenture Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Indenture Trustee that shall be specifically required to be furnished pursuant to any provision of this Indenture, shall examine them to determine whether they comply as to form to the requirements of this Indenture. (b) Before the Indenture Trustee acts or refrains from acting, it may request and shall be entitled to receive require an IssuerOfficer’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 IssuerOfficer’s Certificate or Opinion of Counsel. (c) The Indenture Trustee in any of its capacities 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 Trustee’s conduct does not constitute willful misconduct, negligence or bad faith. (e) The Indenture Trustee may consult with counsel, and the advice of such counsel or opinion Opinion of counsel 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 any of the Noteholders pursuant to this Indenture, unless such Noteholders shall have offered to the Indenture Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. (g) The Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document, but the Indenture Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Indenture Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Issuer, personally or by agent or attorney. In no event shall the Indenture Trustee have any responsibility to monitor CarMax’s compliance with or be charged with knowledge of the risk retention rules of 17 CFR Part 246, nor shall it be liable to any investor, Holder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effect. (h) Any permissive right or privilege of the Indenture Trustee hereunder shall not be deemed to be or otherwise construed as a duty or obligation. (i) The Indenture Trustee shall not be liable for the failure to perform its duties hereunder if such failure is a direct or proximate result of another party failing to perform its duties.

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 Personperson. (b) Before the Indenture Trustee acts or refrains from acting, it may request and shall be entitled to receive require an Issuer’s 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 Issuer’s Officer's Certificate or Opinion of CounselCounsel unless other evidence is specifically required. (c) The Indenture Trustee in any of its capacities may execute any of the trusts or powers hereunder under this Indenture or perform any duties hereunder under this Indenture either directly or by or through agents or attorneys counsel 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, attorneycounsel, custodian custodian, or nominee appointed with due care by it hereunderunder this Indenture. (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 written advice or opinion of counsel with respect to legal matters relating to this Indenture Indenture, the Transaction Documents, and the Notes and any Opinion of Counsel shall be full and complete authorization and protection from liability in respect to for any action taken, omitted omitted, or suffered by it hereunder under this Indenture in good faith and in accordance with the advice of counsel or opinion any Opinion of such counselCounsel. (e) The Indenture Trustee may enter into any amendment of the Sale and Servicing Agreement as to which the Rating Agency Condition is satisfied, and when so requested by an Issuer Request and the Rating Agency Condition is satisfied, the Indenture Trustee shall enter into any amendment of the Sale and Servicing Agreement (i) that does not impose further obligations or liabilities on the Indenture Trustee, and (ii) as to which either the Rating Agency Condition is satisfied or Holders of not less than 66 2/3% of the aggregate Outstanding Amount of Notes and the Credit Enhancer have consented. (f) The Indenture Trustee shall be under no obligation to exercise any With the consent of the rights or powers vested in it by this Indenture at Master Servicer and the request or direction of the Noteholders pursuant to this IndentureCredit Enhancer, unless such Noteholders shall have offered to the Indenture Trustee security or indemnity satisfactory may appoint Custodians to it against hold any portion of the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. (g) The Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document, but Collateral as agent for the Indenture Trustee, by entering into a Custodial Agreement substantially in its discretionthe form of Exhibit B. Subject to this Article, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Indenture Trustee shall determine agrees to make such further inquiry or investigation, it comply with each Custodial Agreement and to enforce each Custodial Agreement against the custodian for the benefit of the Noteholders and the Credit Enhancer. Each custodian shall be entitled a depository institution (or an affiliate of a depository institution) subject to examine supervision by federal or state authority and shall be qualified to do business in the books, records and premises jurisdiction in which it holds any Collateral. Each Custodial Agreement may be amended only with the consent of the IssuerCredit Enhancer, personally or by agent or attorney. In no event shall the Indenture Trustee have any responsibility to monitor CarMax’s compliance with or be charged with knowledge of the risk retention rules of 17 CFR Part 246, nor shall it be liable to any investor, Holder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effect. (h) Any permissive right or privilege of the Indenture Trustee hereunder which shall not be deemed to be or otherwise construed as a duty or obligationunreasonably withheld. (i) The Indenture Trustee shall not be liable for the failure to perform its duties hereunder if such failure is a direct or proximate result of another party failing to perform its duties.

Rights of Indenture Trustee. (a) The Indenture Trustee may conclusively rely and shall be fully protected in relying on any document (including electronic documents and communications delivered in accordance with the terms of this Indenture) believed by it to be genuine and to have been signed or presented by the proper Personperson. The Indenture Trustee need not investigate any fact or matter stated in such document. (b) Before the Indenture Trustee acts or refrains from acting, it may request require and shall be entitled to receive an IssuerOfficer’s Certificate or an Opinion of Counsel, which counsel may be an employee of or counsel to the Issuer or the Seller and which shall be reasonably satisfactory to the Indenture Trustee, or, in the Indenture Trustee’s sole judgment, of external counsel of the Issuer (at no cost or expense to the Indenture Trustee) that such action is required or permitted hereunder. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an Issuersuch Officer’s Certificate or Opinion of Counsel. (c) The Indenture Trustee in any of its capacities 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. The Indenture Trustee shall give prompt written notice to the Rating Agencies of the appointment of any such agent, custodian or nominee to whom it delegates any of its express duties under this Indenture provided, that the Indenture Trustee shall not be obligated to give such notice (i) if the Issuer or the Holders have directed the Indenture Trustee to appoint such agent, custodian or nominee (in which event the Issuer shall give prompt notice to the Rating Agencies of any such direction) or (ii) of the appointment of any agents, custodians or nominees made at any time that an Event of Default of the Issuer has occurred and is continuing. (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, however that such action or omission by the Indenture Trustee Trustee’s conduct does not constitute willful misconduct, negligence or bad faith. (e) The Indenture Trustee may consult with counsel, and the advice or opinion Opinion of counsel Counsel with respect to legal matters relating to this Indenture and the Notes Securitized Utility Tariff Bonds 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 (i) take any action or exercise any of the rights or powers vested in it by this Indenture or any other Basic Document or (ii) institute, conduct or defend any litigation hereunder or thereunder or in relation hereto or thereto or to investigate any matter, at the request request, order or direction of any of the Noteholders Bondholders pursuant to the provisions of this IndentureIndenture and the Series Supplement or otherwise, unless such Noteholders it shall have offered to the Indenture Trustee received security or indemnity satisfactory to it against the costs, expenses and liabilities which might may be incurred by it in compliance with such request or directionincurred. (g) In no event shall the Indenture Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, governmental action, strikes, work stoppages, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes, pandemics or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer systems and services; it being understood that the Indenture Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. (h) Any request or direction of the Issuer mentioned herein shall be sufficiently evidenced by an Issuer Request or Issuer Order. Whenever in the administration of this Indenture the Indenture Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Indenture Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, conclusively rely upon an Officer’s Certificate. (i) The Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture debenture, note, other evidence of indebtedness 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. . (j) In no event shall the Indenture Trustee have be responsible or liable for special, indirect, punitive or consequential loss or damage of any responsibility to monitor CarMax’s compliance with or be charged with knowledge kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Indenture Trustee has been advised of the risk retention rules of 17 CFR Part 246, nor shall it be liable to any investor, Holder, or any party whatsoever for violation likelihood of such rules loss or requirements or such similar provisions now or hereafter in effectdamage and regardless of the form of action. (h) Any permissive right or privilege of the Indenture Trustee hereunder shall not be deemed to be or otherwise construed as a duty or obligation. (ik) The Indenture Trustee shall not be deemed to have notice of any Default or Event of Default unless it has received written notice of any event which is in fact such a default is received by a Responsible Officer of the Indenture Trustee at the Corporate Trust Office of the Indenture Trustee, and such notice references the Securitized Utility Tariff Bonds and this Indenture. (l) The rights, privileges, protections, immunities and benefits given to the Indenture Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder. (m) Beyond the exercise of reasonable care in the custody thereof, the Indenture Trustee will have no duty as to any Securitized Utility Tariff Bond Collateral in its possession or control or in the possession or control of any agent or bailee or any income thereon or as to preservation of rights against prior parties or any other rights pertaining thereto. The Indenture Trustee will be deemed to have exercised reasonable care in the custody of the Securitized Utility Tariff Bond Collateral in its possession if the Securitized Utility Tariff Bond Collateral is accorded treatment substantially equal to that which it accords its own property, and the Indenture Trustee will not be liable or responsible for any loss or diminution in the value of any of the Securitized Utility Tariff Bond Collateral by reason of the act or omission of any carrier, forwarding agency or other agent or bailee selected by the Indenture Trustee in good faith. (n) The Indenture Trustee will not be responsible for the failure existence, genuineness or value of any of the Securitized Utility Tariff Bond Collateral or for the validity, sufficiency, perfection, priority or enforceability of the Liens in any of the Securitized Utility Tariff Bond Collateral, except to perform its duties the extent such action or omission constitutes negligence or willful misconduct on the part of the Indenture Trustee. The Indenture Trustee shall not be responsible for the validity of the title of any grantor to the collateral, for insuring the Securitized Utility Tariff Bond Collateral or for the payment of taxes, charges, assessments or liens upon the Securitized Utility Tariff Bond Collateral or otherwise as to the maintenance of the Securitized Utility Tariff Bond Collateral. (o) In the event that the Indenture Trustee is required to acquire title to an asset for any reason, or take any managerial action of any kind in regard thereto, in order to carry out any fiduciary or trust obligation for the benefit of another, which in the Indenture Trustee’s sole discretion may cause the Indenture Trustee, as applicable, to be considered an “owner or operator” under any environmental laws or otherwise cause the Indenture Trustee to incur, or be exposed to, any environmental liability or any liability under any other federal, state or local law, the Indenture Trustee reserves the right, instead of taking such action, either to resign as Indenture Trustee or to arrange for the transfer of the title or control of the asset to a court appointed receiver. The Indenture Trustee will not be liable to any person for any environmental claims or any environmental liabilities or contribution actions under any federal, state or local law, rule or regulation by reason of the Indenture Trustee’s actions and conduct as authorized, empowered and directed hereunder if such failure is a direct or proximate result relating to any kind of another party failing to perform its dutiesdischarge or release or threatened discharge or release of any hazardous materials into the environment.

Rights of Indenture Trustee. (a) The Indenture Trustee may conclusively rely on and shall be protected in acting or refraining from acting in good faith upon any resolution, Officer's Certificate, opinion of counsel, certificate of auditors, or any other certificate, statement, instrument, report, notice, consent or other document believed by it to be genuine and to have been signed or presented by the proper Personperson. The Indenture Trustee need not investigate any fact or matter stated in any such document. (b) Before the Indenture Trustee acts or refrains from acting, it may request and shall be entitled to receive require an Issuer’s 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 Issuer’s any such Officer's Certificate or Opinion of Counsel. (c) The Indenture Trustee in any of its capacities 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 Trustee's conduct 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 not be under no obligation personally liable for any action taken, suffered or omitted by it in good faith and believed by it to exercise any of be authorized or within the discretion or rights or powers vested in conferred upon it by this Indenture at the request or direction of the Noteholders pursuant to this IndentureAgreement, unless such Noteholders it shall have offered to be proved that the Indenture Trustee security or indemnity satisfactory to it against was negligent in ascertaining the costs, expenses and liabilities which might be incurred by it in compliance with such request or directionpertinent facts. (g) The Prior to the occurrence of an Event of Default hereunder, and after the curing or waiver of all Events of Default that may have occurred, the Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bondapproval, debenture bond or other paper or document, but unless requested in writing to do so by the Credit Enhancer or Noteholders representing a majority of the aggregate Note Balance; provided, however, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of 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 not assured to the Indenture Trustee shall determine by the security afforded to make such further inquiry or investigationit by the terms of this Indenture, it shall be entitled to examine the books, records and premises of the Issuer, personally or by agent or attorney. In no event shall the Indenture Trustee have may require indemnity satisfactory to the Indenture Trustee against such cost, expense or liability as a condition to taking any responsibility to monitor CarMax’s compliance with or be charged with knowledge of the risk retention rules of 17 CFR Part 246, nor shall it be liable to any investor, Holder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effectaction. (h) Any permissive right or privilege of the Indenture Trustee hereunder shall not be deemed to be or otherwise construed as a duty or obligation. (i) The Indenture Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Agreement or to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order or direction of any of the Noteholders or the Credit Enhancer, pursuant to the provisions of this Agreement, unless the Noteholders or the Credit Enhancer shall have offered to the Indenture Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; nothing contained herein shall, however, relieve the Indenture Trustee of the obligation, upon the occurrence of an Event of Default (which has not be liable for been cured or waived), to exercise such of the failure rights and powers vested in it by this Agreement, and to perform its duties hereunder if use the same degree of care and skill in their exercise as a prudent investor would exercise or use under the circumstances in the conduct of such failure is a direct or proximate result of another party failing to perform its dutiesinvestor's own affairs.

Rights of Indenture Trustee. (a) The Indenture Trustee may conclusively rely and shall be fully protected in relying on any document (including electronic documents and communications delivered in accordance with the terms of this Indenture) believed by it to be genuine and to have been signed or presented by the proper Personperson. The Indenture Trustee need not investigate any fact or matter stated in such document. (b) Before the Indenture Trustee acts or refrains from acting, it may request require and shall be entitled to receive an IssuerOfficer’s Certificate or an Opinion of Counsel, which counsel may be an employee of or counsel to the Issuer or the Seller and which shall be reasonably satisfactory to the Indenture Trustee, or, in the Indenture Trustee’s sole judgment, of external counsel of the Issuer (at no cost or expense to the Indenture Trustee) that such action is required or permitted hereunder. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an Issuersuch Officer’s Certificate or Opinion of Counsel. (c) The Indenture Trustee in any of its capacities 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. The Indenture Trustee shall give prompt written notice to the Rating Agencies of the appointment of any such agent, custodian or nominee to whom it delegates any of its express duties under this Indenture provided, that the Indenture Trustee shall not be obligated to give such notice (i) if the Issuer or the Holders have directed the Indenture Trustee to appoint such agent, custodian or nominee (in which event the Issuer shall give prompt notice to the Rating Agencies of any such direction) or (ii) of the appointment of any agents, custodians or nominees made at any time that an Event of Default of the Issuer has occurred and is continuing. (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, however that such action or omission by the Indenture Trustee Trustee’s conduct does not constitute willful misconduct, negligence or bad faith. (e) The Indenture Trustee may consult with counsel, and the advice or opinion Opinion of counsel Counsel with respect to legal matters relating to this Indenture and the Notes Recovery Bonds 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 (i) take any action or exercise any of the rights or powers vested in it by this Indenture or any other Basic Document or (ii) institute, conduct or defend any litigation hereunder or thereunder or in relation hereto or thereto or to investigate any matter, at the request request, order or direction of any of the Noteholders Bondholders pursuant to the provisions of this IndentureIndenture and the Series Supplement or otherwise, unless such Noteholders it shall have offered to the Indenture Trustee received security or indemnity satisfactory to it against the costs, expenses and liabilities which might may be incurred by it in compliance with such request or directionincurred. (g) In no event shall the Indenture Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, governmental action, strikes, work stoppages, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes, pandemics or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer systems and services; it being understood that the Indenture Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. (h) Any request or direction of the Issuer mentioned herein shall be sufficiently evidenced by an Issuer Request or Issuer Order. Whenever in the administration of this Indenture the Indenture Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Indenture Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, conclusively rely upon an Officer’s Certificate. (i) The Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture debenture, note, other evidence of indebtedness 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. . (j) In no event shall the Indenture Trustee have be responsible or liable for special, indirect, punitive or consequential loss or damage of any responsibility to monitor CarMax’s compliance with or be charged with knowledge kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Indenture Trustee has been advised of the risk retention rules of 17 CFR Part 246, nor shall it be liable to any investor, Holder, or any party whatsoever for violation likelihood of such rules loss or requirements or such similar provisions now or hereafter in effectdamage and regardless of the form of action. (h) Any permissive right or privilege of the Indenture Trustee hereunder shall not be deemed to be or otherwise construed as a duty or obligation. (ik) The Indenture Trustee shall not be deemed to have notice of any Default or Event of Default unless it has actual knowledge or written notice of any event which is in fact such a default is received by a Responsible Officer of the Indenture Trustee at the Corporate Trust Office of the Indenture Trustee, and such notice references the Recovery Bonds and this Indenture. (l) The rights, privileges, protections, immunities and benefits given to the Indenture Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder. (m) Beyond the exercise of reasonable care in the custody thereof, the Indenture Trustee will have no duty as to any Recovery Bond Collateral in its possession or control or in the possession or control of any agent or bailee or any income thereon or as to preservation of rights against prior parties or any other rights pertaining thereto. The Indenture Trustee will be deemed to have exercised reasonable care in the custody of the Recovery Bond Collateral in its possession if the Recovery Bond Collateral is accorded treatment substantially equal to that which it accords its own property, and the Indenture Trustee will not be liable or responsible for any loss or diminution in the value of any of the Recovery Bond Collateral by reason of the act or omission of any carrier, forwarding agency or other agent or bailee selected by the Indenture Trustee in good faith. (n) The Indenture Trustee will not be responsible for the failure existence, genuineness or value of any of the Recovery Bond Collateral or for the validity, sufficiency, perfection, priority or enforceability of the Liens in any of the Recovery Bond Collateral, except to perform its duties the extent such action or omission constitutes negligence or willful misconduct on the part of the Indenture Trustee. The Indenture Trustee shall not be responsible for the validity of the title of any grantor to the collateral, for insuring the Recovery Bond Collateral or for the payment of taxes, charges, assessments or liens upon the Recovery Bond Collateral or otherwise as to the maintenance of the Recovery Bond Collateral. (o) In the event that the Indenture Trustee is required to acquire title to an asset for any reason, or take any managerial action of any kind in regard thereto, in order to carry out any fiduciary or trust obligation for the benefit of another, which in the Indenture Trustee’s sole discretion may cause the Indenture Trustee, as applicable, to be considered an “owner or operator” under any environmental laws or otherwise cause the Indenture Trustee to incur, or be exposed to, any environmental liability or any liability under any other federal, state or local law, the Indenture Trustee reserves the right, instead of taking such action, either to resign as Indenture Trustee or to arrange for the transfer of the title or control of the asset to a court appointed receiver. The Indenture Trustee will not be liable to any person for any environmental claims or any environmental liabilities or contribution actions under any federal, state or local law, rule or regulation by reason of the Indenture Trustee’s actions and conduct as authorized, empowered and directed hereunder if such failure is a direct or proximate result relating to any kind of another party failing to perform its dutiesdischarge or release or threatened discharge or release of any hazardous materials into the environment.

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 Personperson. The Indenture Trustee need not investigate any fact or matter stated in the document. (b) Before the Indenture Trustee acts or refrains from acting, it may request and shall be entitled to receive require an Issuer’s 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 Issuer’s Officer's Certificate or Opinion of Counsel. (c) The Indenture Trustee in any of its capacities 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 Trustee's conduct 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 any of the Noteholders pursuant to this Indenture, unless such Noteholders shall have offered to the Indenture Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. (g) The Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document, but the Indenture Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Indenture Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Issuer, personally or by agent or attorney. In no event shall the Indenture Trustee have any responsibility to monitor CarMax’s compliance with or be charged with knowledge of the risk retention rules any Default, Event of 17 CFR Part 246, nor shall it be liable to any investor, Holder, Default or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effect. Servicer Default unless (hi) Any permissive right or privilege a Responsible Officer of the Indenture Trustee hereunder assigned to its Corporate Trust Office shall not be deemed have actual knowledge thereof or (ii) written notice thereof shall have been given to be or otherwise construed as a duty or obligation. (i) The the Indenture Trustee shall not be liable for by the failure to perform its duties hereunder if such failure is a direct Issuer, the Depositor, the Servicer or proximate result of another party failing to perform its dutiesany Noteholder.

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. The Indenture Trustee need not investigate any fact or matter stated in such document. (b) Before the Indenture Trustee acts or refrains from actingacting in connection with any matter contemplated by this Indenture or other Basic Documents, it may request and shall be entitled to receive require an Issuer’s Officers' Certificate of the Issuer 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 Issuer’s such Officers' Certificate or Opinion of Counsel. (c) The Indenture Trustee in any of its capacities may execute exercise any of the trusts or and powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee, nominee and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part ofof any attorney, 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 Trustee's conduct 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 other Basic Documents 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 Subject to clauses (a), (b), (c) and (g) of Section 6.01 hereof, 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 any Noteholder pursuant to this Indenture, unless such Noteholders Noteholder shall have offered to the Indenture Trustee security or indemnity reasonably satisfactory to it the Indenture Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. (g) The Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document, but the Indenture Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Indenture Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Issuer, personally or by agent or attorney. In no event shall the Indenture Trustee have any responsibility to monitor CarMax’s compliance with or be charged with knowledge of the risk retention rules of 17 CFR Part 246, nor shall it be liable to any investor, Holder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effect. (h) Any permissive right or privilege of the Indenture Trustee hereunder shall not be deemed to be or otherwise construed as a duty or obligation. (i) The Indenture Trustee shall not be liable for the failure to perform its duties hereunder if such failure is a direct or proximate result of another party failing to perform its duties.

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. The Indenture Trustee need not investigate any fact or matter stated in such document. (b) Before the Indenture Trustee acts or refrains from acting, it may request require and shall be entitled to receive an Issuer’s Officers' Certificate or of the Issuer and/or an Opinion of Counsel. The Indenture Trustee may conclusively rely on any such Opinion of Counsel or Officers' Certificate and shall not be liable for any action it takes or omits to take in good faith in reliance on an Issuer’s such Officers' Certificate or Opinion of Counsel. (c) The Indenture Trustee in any of its capacities 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 Trustee's conduct does not constitute willful misconduct, negligence or bad faith. (e) The Indenture Trustee may consult with counsel, and the advice or opinion of counsel with respect to legal matters relating to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel. (f) The Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of the Noteholders pursuant to this Indenture, unless such Noteholders shall have offered to the Indenture Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. (g) The Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document, but the Indenture Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Indenture Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Issuer, personally or by agent or attorney. In no event shall the Indenture Trustee have any responsibility to monitor CarMax’s compliance with or be charged with knowledge of the risk retention rules of 17 CFR Part 246, nor shall it be liable to any investor, Holder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effect. (h) Any permissive right or privilege of the Indenture Trustee hereunder shall not be deemed to be or otherwise construed as a duty or obligation. (i) The Indenture Trustee shall not be liable for the failure to perform its duties hereunder if such failure is a direct or proximate result of another party failing to perform its duties.

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 Issuer’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 Issuer’s Certificate or Opinion of CounselCounsel unless it is proved that the Indenture Trustee was negligent in such reliance. (c) The Indenture Trustee in any of its capacities may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee, and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, any such agent, attorney, custodian or nominee appointed with due care by it hereunder. (d) The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, however, that such action or omission by the Indenture Trustee does not constitute willful misconduct, negligence or bad faith. (e) The Indenture Trustee may consult with counsel, and the advice or opinion of counsel with respect to legal matters relating to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel. (f) The Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of the Noteholders pursuant to this Indenture, unless such Noteholders shall have offered to the Indenture Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. (g) The Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document, but the Indenture Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Indenture Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Issuer, personally or by agent or attorney. In no event shall the Indenture Trustee have any responsibility to monitor CarMax’s compliance with or be charged with knowledge of the risk retention rules of 17 CFR Part 246, nor shall it be liable to any investor, Holder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effect. (h) Any permissive right or privilege of the Indenture Trustee hereunder shall not be deemed to be or otherwise construed as a duty or obligation. (i) The Indenture Trustee shall not be liable for the failure to perform its duties hereunder if such failure is a direct or proximate result of another party failing to perform its duties.

Rights of Indenture Trustee. (a) The Indenture Trustee may conclusively rely on and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document believed by it to be genuine and to have been signed or presented by the proper Person. The Indenture Trustee need not investigate any fact or matters stated in any such document. (b) Before the Indenture Trustee acts or refrains from acting, it may request and shall be entitled to receive require an Issuer’s 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 Issuer’s Officer's Certificate or Opinion of Counsel. (c) The Indenture Trustee in any of its capacities 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 or to institute, conduct or defend any litigation hereunder or in relation hereto or to honor the request or direction of any of the Noteholders pursuant to this Indenture, Indenture unless such Noteholders shall have offered to the Indenture Trustee reasonable security or indemnity satisfactory to it against the reasonable costs, expenses expenses, disbursements, advances and liabilities which might be incurred by it it, its agents and its counsel in compliance with such request or direction. (g) Any request or direction of the Issuer mentioned herein shall be sufficiently evidenced by an Issuer Request. (h) The right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture shall not be construed as a duty, and the Indenture Trustee shall not be bound to make any investigation into answerable for other than its negligence or willful misconduct in the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document, but the Indenture Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Indenture Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Issuer, personally or by agent or attorney. In no event shall the Indenture Trustee have any responsibility to monitor CarMax’s compliance with or be charged with knowledge of the risk retention rules of 17 CFR Part 246, nor shall it be liable to any investor, Holder, or any party whatsoever for violation performance of such rules or requirements or such similar provisions now or hereafter in effect. (h) Any permissive right or privilege of the Indenture Trustee hereunder shall not be deemed to be or otherwise construed as a duty or obligationact. (i) The Indenture Trustee shall not be liable for required to give any bond or surety in respect of the failure to perform its duties hereunder if such failure is a direct execution of the Trust Estate created hereby or proximate result of another party failing to perform its dutiesthe powers granted hereunder.

Rights of Indenture Trustee. (a) The Indenture Trustee may conclusively rely and shall be fully protected in relying on any document believed by it to be genuine and to have been signed or presented by the proper Personperson. The Indenture Trustee need not investigate any fact or matter stated in such document. (b) Before the Indenture Trustee acts or refrains from acting, it may request require and shall be entitled to receive an IssuerOfficer’s Certificate or an Opinion of Counsel, which counsel may be an employee of or counsel to the Issuer or the Seller and which shall be reasonably satisfactory to the Indenture Trustee, or, in the Indenture Trustee’s sole judgment, external counsel of the Issuer (at no cost or expense to the Indenture Trustee) that such action is required or permitted hereunder. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an Issuersuch Officer’s Certificate or Opinion of Counsel. (c) The Indenture Trustee in any of its capacities 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. The Indenture Trustee shall give prompt written notice to the Issuer, in which case the Issuer shall then give prompt written notice to the Rating Agencies, of the appointment of any such agent, custodian or nominee to whom it delegates any of its express duties under this Indenture; provided, that the Indenture Trustee shall not be obligated to give such notice (i) if the Issuer or the Holders have directed the Indenture Trustee to appoint such agent, custodian or nominee (in which event the Issuer shall give prompt notice to the Rating Agencies of any such direction) or (ii) of the appointment of any agents, custodians or nominees made at any time that an Event of Default of the Issuer has occurred and is continuing. (d) The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which that it believes to be authorized or within its rights or powers; provided, however, that such action or omission by the Indenture Trustee Trustee’s conduct 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 Storm Recovery Bonds 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 take any action or exercise any of the rights or powers vested in it by this Indenture or any other Basic Document, or to institute, conduct or defend any litigation hereunder or thereunder or in relation hereto or thereto, at the request request, order or direction of any of the Noteholders Holders pursuant to the provisions of this IndentureIndenture and the Series Supplement or otherwise, unless such Noteholders it shall have offered to the Indenture Trustee received security or indemnity satisfactory to it against the costs, expenses and liabilities which might that may be incurred by it in compliance with such request or directionincurred. (g) The Indenture Trustee may conclusively rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties. (h) Any request or direction of the Issuer mentioned herein shall be sufficiently evidenced by an Issuer Request or an Issuer Order. (i) Whenever in the administration of this Indenture the Indenture Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Indenture Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, conclusively rely upon an Officer’s Certificate. (j) The Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture debenture, note, other evidence of indebtedness 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. . (k) In no event shall the Indenture Trustee have be responsible or liable for special, indirect or consequential loss or damage of any responsibility to monitor CarMax’s compliance with or be charged with knowledge kind whatsoever (including loss of profit) irrespective of whether the Indenture Trustee has been advised of the risk retention rules of 17 CFR Part 246, nor shall it be liable to any investor, Holder, or any party whatsoever for violation likelihood of such rules loss or requirements or such similar provisions now or hereafter in effectdamage and regardless of the form of action. (hl) Any permissive right or privilege of In no event shall the Indenture Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services, it being understood that the Indenture Trustee shall not be deemed use reasonable efforts that are consistent with accepted practices in the banking industry to be or otherwise construed resume performance as a duty or obligationsoon as practicable under the circumstances. (im) The Indenture Trustee shall not be deemed to have notice of any Default or Event of Default unless it has actual knowledge or written notice of any event which is in fact such a default is received by a Responsible Officer of the Indenture Trustee at the Corporate Trust Office of the Indenture Trustee, and such notice references the Storm Recovery Bonds and this Indenture. (n) The rights, privileges, protections, immunities and benefits given to the Indenture Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder. (o) Beyond the exercise of reasonable care in the custody thereof, the Indenture Trustee will have no duty as to any Storm Recovery Bond Collateral in its possession or control or in the possession or control of any agent or bailee or any income thereon or as to preservation of rights against prior parties or any other rights pertaining thereto. The Indenture Trustee will be deemed to have exercised reasonable care in the custody of the Recovery Bond Collateral in its possession if the Recovery Bond Collateral is accorded treatment substantially equal to that which it accords its own property, and the Indenture Trustee will not be liable or responsible for any loss or diminution in the value of any of the Storm Recovery Bond Collateral by reason of the act or omission of any carrier, forwarding agency or other agent or bailee selected by the Indenture Trustee in good faith. (p) The Indenture Trustee will not be responsible for the failure existence, genuineness or value of any of the Storm Recovery Bond Collateral or for the validity, sufficiency, perfection, priority or enforceability of the Liens in any of the Storm Recovery Bond Collateral, except to perform its duties the extent such action or omission constitutes negligence or willful misconduct on the part of the Indenture Trustee. The Indenture Trustee shall not be responsible for the validity of the title of any grantor to the collateral, for insuring the Storm Recovery Bond Collateral or for the payment of taxes, charges, assessments or liens upon the Storm Recovery Bond Collateral or otherwise as to the maintenance of the Storm Recovery Bond Collateral. (q) In the event that the Indenture Trustee is required to acquire title to an asset for any reason, or take any managerial action of any kind in regard thereto, in order to carry out any fiduciary or trust obligation for the benefit of another, which in the Indenture Trustee’s sole discretion may cause the Indenture Trustee, as applicable, to be considered an “owner or operator” under any environmental laws or otherwise cause the Indenture Trustee to incur, or be exposed to, any environmental liability or any liability under any other federal, state or local law, the Indenture Trustee reserves the right, instead of taking such action, either to resign as Indenture Trustee or to arrange for the transfer of the title or control of the asset to a court appointed receiver. The Indenture Trustee will not be liable to any person for any environmental claims or any environmental liabilities or contribution actions under any federal, state or local law, rule or regulation by reason of the Indenture Trustee’s actions and conduct as authorized, empowered and directed hereunder if such failure is a direct or proximate result relating to any kind of another party failing to perform its dutiesdischarge or release or threatened discharge or release of any hazardous materials into the environment.

Rights of Indenture Trustee. (a) The Indenture Trustee may conclusively rely on and will be protected in acting or refraining from acting upon any certificate, instrument, opinion, report, notice, request, direction, consent or other document believed by it to be genuine and appears on its face to have been be properly executed and signed or presented by the proper Person. The Indenture Trustee need not investigate any fact or matters stated in any such document. (b) Before the Indenture Trustee acts or refrains from acting, it may request and shall be entitled to receive require an Issuer’s Officer's Certificate or an Opinion of Counsel. The Indenture Trustee shall will not be liable for any action it takes or omits to take in good faith in reliance on an Issuer’s Officer's Certificate or Opinion of Counsel. (c) The Indenture Trustee in may exercise any of its capacities may execute any of the trusts rights or powers hereunder under this Indenture or perform any duties hereunder under this Indenture either directly or by or through agents or attorneys or a custodian or nominee, and the Indenture Trustee shall will not be responsible for any misconduct or negligence on the part of, or for the supervision of, any such agent, attorneycounsel, custodian or nominee appointed with due care by it hereunderunder this Indenture. (d) The Indenture Trustee shall will 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 powers if such action or omission by the Indenture Trustee does not constitute willful misconduct, negligence or bad faithnegligence. (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 will be full and complete authorization and protection from liability in with respect to any action taken, omitted taken or suffered not taken by it hereunder the Indenture Trustee under this Indenture in good faith and in accordance with the advice or opinion of such counsel. (f) The Indenture Trustee shall be is under no obligation to (i) exercise any of the rights or powers vested in it by this Indenture at or to expend or risk its own funds or otherwise incur financial liability in the performance of its duties under this Indenture if it has reasonable grounds to believe that repayment of funds advanced by it or adequate indemnity satisfactory to it against such risk or liability is not reasonably assured to it or (ii) honor the request or direction of any of the Noteholders pursuant to this Indenture, Indenture unless such Noteholders shall have offered to the Indenture Trustee reasonable security or indemnity satisfactory to it from and against the reasonable costs, expenses expenses, disbursements, advances and liabilities which that might be incurred by it the Indenture Trustee, or its agents, counsel, accountants and experts, in compliance complying with such request or direction. (g) The Indenture Trustee shall will not be bound to make responsible or liable for any investigation into failure or delay in the facts performance of its obligations under this Indenture arising out of or matters stated in any resolutioncaused by, certificatedirectly or indirectly, statementforces beyond its control, instrumentincluding strikes, opinionwork stoppages, reportacts of war or terrorism, noticecivil or military disturbances, requestnuclear or natural catastrophes or acts of God, directionand interruptions, consent, order, bond, debenture loss or other paper or documentmalfunctions of utilities, but the Indenture Trustee, Trustee will use reasonable efforts which are consistent with accepted practices in its discretion, may make such further inquiry or investigation into such facts or matters the banking industry to resume performance as it may see fit, and, if soon as practicable under 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. In no event shall the Indenture Trustee have any responsibility to monitor CarMax’s compliance with or be charged with knowledge of the risk retention rules of 17 CFR Part 246, nor shall it be liable to any investor, Holder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effectcircumstances. (h) Any permissive right The Indenture Trustee will not be responsible or privilege liable for special, indirect, or consequential loss or damage of any kind whatsoever (including loss of profit) irrespective of whether the Indenture Trustee hereunder shall not be deemed to be has been advised of the likelihood of such loss or otherwise construed as a duty or obligationdamage and regardless of the form of action. (i) The Indenture Trustee shall not be liable for the failure to perform its duties hereunder if such failure is a direct or proximate result of another party failing to perform its duties.

Rights of Indenture Trustee. (a) The Indenture Trustee may conclusively rely on and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document believed by it to be genuine and to have been signed or presented by the proper Person. The Indenture Trustee need not investigate any fact or matters stated in any such document. (b) Before the Indenture Trustee acts or refrains from acting, it may request and shall be entitled to receive require an Issuer’s 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 Issuer’s Officer's Certificate or Opinion of Counsel. (c) The Indenture Trustee in any of its capacities 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 or to honor the request or direction of any of the Noteholders pursuant to this Indenture, Indenture unless such Noteholders shall have offered to the Indenture Trustee reasonable security or indemnity satisfactory to it against the reasonable costs, expenses expenses, disbursements, advances and liabilities which might be incurred by it it, its agents and its counsel in compliance with such request or direction. (g) The Indenture Trustee shall not be bound to make any investigation into Any request or direction of the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document, but the Indenture Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Indenture Trustee shall determine to make such further inquiry or investigation, it Issuer mentioned herein shall be entitled to examine the books, records and premises of the Issuer, personally or sufficiently evidenced by agent or attorney. In no event shall the Indenture Trustee have any responsibility to monitor CarMax’s compliance with or be charged with knowledge of the risk retention rules of 17 CFR Part 246, nor shall it be liable to any investor, Holder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effectan Issuer Request. (h) Any permissive right or privilege of the Indenture Trustee hereunder shall not be deemed to be or otherwise construed as a duty or obligation. (i) The Indenture Trustee shall not be liable for the failure to perform its duties hereunder if such failure is a direct or proximate result of another party failing to perform its duties.

Rights of Indenture Trustee. (a) The Indenture Trustee may conclusively rely on and shall be protected in acting or refraining from acting in good faith upon any resolution, Officer's Certificate, opinion of counsel, certificate of auditors, or any other certificate, statement, instrument, report, notice, consent or other document believed by it to be genuine and to have been signed or presented by the proper Personperson. The Indenture Trustee need not investigate any fact or matter stated in any such document. (b) Before the Indenture Trustee acts or refrains from acting, it may request and shall be entitled to receive require an Issuer’s 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 Issuer’s any such Officer's Certificate or Opinion of Counsel. (c) The Indenture Trustee in any of its capacities 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 Trustee's conduct 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 not be under no obligation personally liable for any action taken, suffered or omitted by it in good faith and believed by it to exercise any of be authorized or within the discretion or rights or powers vested in conferred upon it by this Indenture at the request or direction of the Noteholders pursuant to this IndentureAgreement, unless such Noteholders it shall have offered to be proved that the Indenture Trustee security or indemnity satisfactory to it against was negligent in ascertaining the costs, expenses and liabilities which might be incurred by it in compliance with such request or directionpertinent facts. (ge) The Prior to the occurrence of an Event of Default hereunder, and after the curing or waiver of all Events of Default that may have occurred, the Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bondapproval, debenture bond or other paper or document, but unless requested in writing to do so by the Enhancer or Noteholders representing a majority of the aggregate Voting Rights; provided, however, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of 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 not assured to the Indenture Trustee shall determine by the security afforded to make such further inquiry or investigationit by the terms of this Indenture, it shall be entitled to examine the books, records and premises of the Issuer, personally or by agent or attorney. In no event shall the Indenture Trustee have may require indemnity satisfactory to the Indenture Trustee against such cost, expense or liability as a condition to taking any responsibility to monitor CarMax’s compliance with or be charged with knowledge of the risk retention rules of 17 CFR Part 246, nor shall it be liable to any investor, Holder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effectaction. (h) Any permissive right or privilege of the Indenture Trustee hereunder shall not be deemed to be or otherwise construed as a duty or obligation. (if) The Indenture Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Agreement or to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order or direction of any of the Noteholders or the Enhancer, pursuant to the provisions of this Agreement, unless the Noteholders or the Enhancer shall have offered to the Indenture Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; nothing contained herein shall, however, relieve the Indenture Trustee of the obligation, upon the occurrence of an Event of Default (which has not be liable for been cured or waived), to exercise such of the failure rights and powers vested in it by this Agreement, and to perform its duties hereunder if use the same degree of care and skill in their exercise as a prudent investor would exercise or use under the circumstances in the conduct of such failure is a direct or proximate result of another party failing to perform its dutiesinvestor's own affairs.

Rights of Indenture Trustee. (a) The Except as otherwise provided in Section 6.01 hereof, the Indenture Trustee may conclusively rely on on, and be protected in acting or refraining to act upon any document believed by it to be genuine and to have been signed or presented by the proper Person. The Indenture Trustee need not investigate any fact or matter stated in any such document. (b) Before the Indenture Trustee acts or refrains from acting, it may request and shall be entitled to receive require an IssuerOfficer’s Certificate or an Opinion of CounselCounsel reasonably satisfactory in form and substance to the Indenture Trustee. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an Issuerany such Officer’s Certificate or Opinion of Counsel. (c) The Indenture Trustee in any of its capacities may execute any With the consent of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian or nomineeNote Insurer, and which consent shall not be unreasonably withheld, the Indenture Trustee may act through agents and shall not be responsible for any the misconduct or negligence on the part of, or for the supervision of, of any such agent, attorney, custodian or nominee agent appointed with due care by it hereundercare. (d) The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which that 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 trusts or powers vested in it by this Indenture or to institute, conduct or defend any litigation hereunder or in relation hereto at the request request, order or direction of any of the Noteholders or the Note Insurer, pursuant to the provisions of this Indenture, unless such Noteholders or the Note Insurer shall have offered to the Indenture Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities which might may be incurred therein or thereby; nothing contained herein shall, however, relieve the Indenture Trustee of the obligation, upon the occurrence of an Event of Default of which a Responsible Officer of the Indenture Trustee shall have actual knowledge (which has not been cured), to exercise such of the rights and powers vested in it by it this Indenture, and to use the same degree of care and skill in compliance with their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such request or directionperson’s own affairs. (gf) The Indenture Trustee shall not be bound to make any investigation into the facts or of the matters stated in any resolution, certificate, statement, instrument, opinion, report, report notice, request, direction, consent, order, bondapproval, debenture bond or other paper or document, but unless requested in writing to do so by the Noteholders or the Note Insurer and provided further that payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in tile making of such investigation is, in the opinion of 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 reasonably assured to the Indenture Trustee shall determine by the security afforded to make it by the terms of this Indenture or such further inquiry other security or investigation, it shall be entitled to examine the books, records and premises of the Issuer, personally or by agent or attorney. In no event shall indemnity as the Indenture Trustee have may reasonably require as a condition to taking any responsibility to monitor CarMax’s compliance with or be charged with knowledge of the risk retention rules of 17 CFR Part 246, nor shall it be liable to any investor, Holder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effectaction. (hg) Any permissive The right or privilege of the Indenture Trustee hereunder to perform any discretionary act enumerated in this Indenture shall not be deemed to be or otherwise construed as a duty or obligation. (i) The duty, and the Indenture Trustee shall not be liable answerable for anything other than its negligence or willful misconduct in the failure to perform its duties hereunder if performance of such failure is a direct or proximate result of another party failing to perform its dutiesact.

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 Personperson. The Indenture Trustee need not investigate any fact or matter stated in the document. (b) Before the Indenture Trustee acts or refrains from acting, it may request and shall be entitled require an Officer’s Certificate, or, with respect to receive an Issuer’s Certificate or legal matters, 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 IssuerOfficer’s Certificate or Opinion of Counsel. (c) The Indenture Trustee in any of its capacities 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 Trustee’s conduct 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 performance of the Issuer or the Servicer under this Indenture or any other Transaction Document or into the matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture note or other paper or document, but the Indenture Trustee, in its discretion, may make such any further inquiry or investigation into such facts or those matters as that it may see fitdeems appropriate, and, and if the Indenture Trustee shall determine determines to make such further inquiry or investigationinquire further, it shall be entitled to examine the books, records and premises of the IssuerIssuer and the Servicer, personally or by agent or attorney. In no event shall . (g) If the Indenture Trustee have any responsibility is also acting as Paying Agent or as Note Registrar, the rights and protections afforded to monitor CarMax’s compliance with or be charged with knowledge of the risk retention rules of 17 CFR Part 246, nor shall it be liable to any investor, Holder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effect. (h) Any permissive right or privilege of the Indenture Trustee hereunder pursuant to the Article shall not also be deemed afforded to be or otherwise construed as a duty or obligationit in such additional capacities. (i) The Indenture Trustee shall not be liable for the failure to perform its duties hereunder if such failure is a direct or proximate result of another party failing to perform its duties.

Rights of Indenture Trustee. (a) The Except as otherwise provided in Section 6.01: (1) the Indenture Trustee may conclusively rely on and shall be protected in acting or refraining from acting upon any resolution, Officer’s Certificate, certificate of an authorized signatory, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper Person. (b) Before the Indenture Trustee acts party or refrains from actingparties, including, without limitation, provided to it may request and shall be entitled to receive an Issuer’s Certificate via email or an Opinion other suitable means of Counsel. The Indenture Trustee shall not be liable for any action it takes or omits to take electronic distribution as permitted in good faith in reliance on an Issuer’s Certificate or Opinion of Counsel. (c) The Indenture Trustee in any of its capacities 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 writing by the Indenture Trustee does not constitute willful misconduct, negligence or bad faith.Trustee; (e2) The the Indenture Trustee may consult with counsel, counsel and the advice or opinion any Opinion of counsel with respect to legal matters relating to this Indenture and the Notes Counsel shall be full and complete authorization and protection from liability in respect to of any action taken, omitted taken or suffered or omitted by it hereunder under this Indenture in good faith and in accordance with the advice or opinion such Opinion of such counsel.Counsel; (f3) The the Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or the Sale and Servicing Agreement, or to institute, conduct or defend any litigation under this Indenture, or in relation to this Indenture or the Sale and Servicing Agreement, at the request request, order or direction of any of the Noteholders pursuant to the provisions of this IndentureIndenture or the Sale and Servicing Agreement, unless such Noteholders shall have offered to the Indenture Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities which might that may be incurred therein or thereby; (4) the Indenture Trustee shall not be personally liable for any action taken, suffered or omitted by it in compliance with such request good faith and reasonably believed by it to be authorized or direction.within the discretion or rights or powers conferred upon it by this Indenture; (g5) The the Indenture Trustee shall not be bound to recalculate, reverify, or make any investigation into the facts or of matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bondapproval, debenture bond or other paper or document, but unless requested in writing to do so by Holders of Notes evidencing not less than 25% of the aggregate Outstanding Amount of the Notes; provided, however, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of 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 not reasonably assured to the Indenture Trustee shall determine by the security afforded to make such further inquiry or investigationit by the terms of this Indenture, it shall be entitled to examine the books, records and premises of the Issuer, personally or by agent or attorney. In no event shall the Indenture Trustee have any responsibility may require reasonable indemnity against such cost, expense or liability as a condition to monitor CarMax’s compliance with or so proceeding; the reasonable expense of every such examination shall be charged with knowledge paid by the Administrator or, if paid by the Indenture Trustee, shall be reimbursed by the Administrator upon demand; and nothing in this clause shall derogate from the obligation of the risk retention rules Servicer to observe any applicable law prohibiting disclosure of 17 CFR Part 246information regarding the Obligors; (6) the Indenture Trustee may execute any of the trusts or powers under this Indenture or perform any duties under this Indenture either directly or by or through agents or attorneys or a custodian; (7) in order to comply with laws, nor rules, regulations and executive orders in effect from time to time applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering (“Applicable Law”), the Indenture Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with Applicable Law; (8) the rights, privileges, protections, immunities and benefits given to the Indenture Trustee herein, including the right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in its capacities as Indenture Trustee, Securities Intermediary and Secured Party under the Basic Documents; and (9) all communications, notices, instruction and other documents to be received by the Indenture Trustee (with the exception of those for which a non-electronic signature is expressly requested by the Indenture Trustee) may be provided to it be liable to any investor, Holder, via email with receipt confirmed via reply email or any party whatsoever for violation other suitable means of such rules or requirements or such similar provisions now or hereafter electronic distribution as permitted in effectwriting by the Indenture Trustee. (hb) Any permissive No Noteholder will have any right or privilege of to institute any proceeding with respect to this Indenture except upon satisfying the Indenture Trustee hereunder shall not be deemed to be or otherwise construed as a duty or obligationconditions set forth in Section 5.06. (i) The Indenture Trustee shall not be liable for the failure to perform its duties hereunder if such failure is a direct or proximate result of another party failing to perform its duties.

Rights of Indenture Trustee. (a) The Except as provided by the second succeeding sentence, the Indenture Trustee may conclusively rely on and shall be protected in acting upon or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, note, direction, demand, election or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper Personperson. The Indenture Trustee need not investigate any fact or matter stated in the document. Notwithstanding the foregoing, the Indenture Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Indenture Trustee that shall be specifically required to be furnished pursuant to any provision of this Indenture, shall examine them to determine whether they comply as to form to the requirements of this Indenture. (b) Before the Indenture Trustee acts or refrains from acting, it may request and shall be entitled to receive require an IssuerOfficer’s Certificate (with respect to factual matters) or an Opinion of Counsel, as applicable. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an Issuersuch Officer’s Certificate or Opinion of Counsel. (c) The Indenture Trustee in any of its capacities 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, the Administrator, any co-trustee or separate trustee appointed in accordance with the provisions of Section 6.10 or any other 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 that it believes to be authorized or within its rights or powers; provided, however, that such action or omission by the Indenture Trustee Trustee’s conduct does not constitute willful misconduct, negligence or bad faith. (e) The Indenture Trustee may consult with counsel, and the advice of such counsel or opinion any Opinion of counsel 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 or to institute, conduct or defend any litigation under this Indenture or in relation to this Indenture or to honor the request or direction of any of the Noteholders pursuant to this Indenture, Indenture unless such Noteholders shall have offered to the Indenture Trustee security or indemnity satisfactory to it against the reasonable costs, expenses expenses, disbursements, advances and liabilities which that might be incurred by it it, its agents and its counsel in compliance with such request or direction; provided, however, that the Indenture Trustee shall, upon the occurrence of an Indenture Default (that has not been cured), exercise the rights and powers vested in it by this Indenture with reasonable care and skill. (g) The Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bondapproval, debenture bond or other paper or document, but unless requested in writing to do so by the holders of Notes evidencing not less than 50% of the Outstanding Amount; provided, however, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of 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 not reasonably assured to the Indenture Trustee shall determine by the security afforded to make such further inquiry or investigationit by the terms of this Indenture, it shall be entitled to examine the books, records and premises of the Issuer, personally or by agent or attorney. In no event shall the Indenture Trustee have any responsibility may require indemnity satisfactory to monitor CarMax’s compliance with it against such cost, expense or liability as a condition to so proceeding. The reasonable expense of each such investigation shall be charged with knowledge of paid by the risk retention rules of 17 CFR Part 246Person making such request, nor or, if paid by the Indenture Trustee, shall it be liable to any investor, Holder, or any party whatsoever for violation of reimbursed by the Person making such rules or requirements or such similar provisions now or hereafter in effectrequest upon demand. (h) Any permissive request or direction of the Issuer mentioned herein shall be sufficiently evidenced by an Issuer Request. (i) In the event that the Indenture Trustee is also acting as Paying Agent, Note Registrar, Certificate Registrar or Securities Intermediary under this Indenture or any of the Basic Documents, the rights and protections afforded the Indenture Trustee pursuant to this Indenture shall be afforded to such Paying Agent, Note Registrar, Certificate Registrar or Securities Intermediary. (j) The right or privilege of the Indenture Trustee hereunder to perform any discretionary act enumerated in this Indenture shall not be deemed to be or otherwise construed as a duty duty, and the Indenture Trustee shall not be answerable for other than its negligence or obligationwillful misconduct in the performance of such act. (ik) The Indenture Trustee shall not be liable for required to give any bond or surety in respect of the failure to perform its duties hereunder if such failure is a direct or proximate result of another party failing to perform its dutiespowers granted hereunder.

Rights of Indenture Trustee. (a) The Except as otherwise provided in Section 6.01: (i) the Indenture Trustee may conclusively rely on and shall be protected in acting or refraining from acting upon any resolution, Officer's Certificate, certificate of an authorized signatory, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper Person.party or parties; (bii) Before the Indenture Trustee acts or refrains from acting, it may request and shall be entitled to receive an Issuer’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 Issuer’s Certificate or Opinion of Counsel. (c) The Indenture Trustee in any of its capacities 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, counsel and the advice or opinion any Opinion of counsel with respect to legal matters relating to this Indenture and the Notes Counsel shall be full and complete authorization and protection from liability in respect to of any action taken, omitted taken or suffered or omitted by it hereunder under this Indenture in good faith and in accordance with the advice or opinion such Opinion of such counsel.Counsel; (fiii) The the Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or the Sale and Servicing Agreement, or to institute, conduct or defend any litigation under this Indenture, or in relation to this Indenture or the Sale and Servicing Agreement, at the request request, order or direction of any of the Noteholders pursuant to the provisions of this IndentureIndenture or the Sale and Servicing Agreement, unless such Noteholders shall have offered to the Indenture Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities which might that may be incurred therein or thereby; (iv) the Indenture Trustee shall not be personally liable for any action taken, suffered or omitted by it in compliance with such request good faith and reasonably believed by it to be authorized or direction.within the discretion or rights or powers conferred upon it by this Indenture; (gv) The the Indenture Trustee shall not be bound to recalculate, reverify, or make any investigation into the facts or of matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bondapproval, debenture bond or other paper or document, but unless requested in writing to do so by Holders of Notes evidencing not less than 25% of the aggregate Outstanding Amount of the Notes; provided, however, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of 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 not reasonably assured to the Indenture Trustee shall determine by the security afforded to make such further inquiry or investigationit by the terms of this Indenture, it shall be entitled to examine the books, records and premises of the Issuer, personally or by agent or attorney. In no event shall the Indenture Trustee have any responsibility may require reasonable indemnity against such cost, expense or liability as a condition to monitor CarMax’s compliance with or so proceeding; the reasonable expense of every such examination shall be charged with knowledge paid by the Administrator or, if paid by the Indenture Trustee, shall be reimbursed by the Administrator upon demand; and nothing in this clause shall derogate from the obligation of the risk retention rules Servicer to observe any applicable law prohibiting disclosure of 17 CFR Part 246, nor shall it be liable to information regarding the Obligors; and (vi) the Indenture Trustee may execute any investor, Holder, of the trusts or powers under this Indenture or perform any party whatsoever for violation of such rules duties under this Indenture either directly or requirements by or such similar provisions now through agents or hereafter in effectattorneys or a custodian. (hb) Any permissive No Noteholder will have any right or privilege of to institute any proceeding with respect to this Indenture except upon satisfying the Indenture Trustee hereunder shall not be deemed to be or otherwise construed as a duty or obligationconditions set forth in Section 5.06. (i) The Indenture Trustee shall not be liable for the failure to perform its duties hereunder if such failure is a direct or proximate result of another party failing to perform its duties.

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 Personperson. The Indenture Trustee need not investigate any fact or matter stated in the document. (b) Before the Indenture Trustee acts or refrains from acting, it may request and shall be entitled require an Officer's Certificate (with respect to receive an Issuer’s Certificate factual matters) or an Opinion of Counsel, as applicable. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an Issuer’s the Officer's Certificate or Opinion of Counsel. (c) The Indenture Trustee in any of its capacities 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 Trustee's conduct does not constitute willful wilful 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 institute, conduct or defend any litigation under this Indenture or in relation to this Indenture, at the request, order or direction of any of the Holders of Notes, pursuant to the provisions of this Indenture, unless such Holders of Notes shall have offered to the Indenture Trustee reasonable security or indemnity against the costs, expenses and liabilities that may be incurred therein or thereby; provided, however, that the Indenture Trustee shall, upon the occurrence of an Event of Default (that has not been cured), exercise the rights or and 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 a manner consistent with such request or directionSection 6.01. (g) The Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bondapproval, debenture bond or other paper or document, but unless so requested by the Holders of Notes evidencing not less than 25% of the Outstanding Amount of the Notes; provided, however, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of 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 not reasonably assured to the Indenture Trustee shall determine by the security afforded to make such further inquiry it by the terms of this Indenture or investigationthe Sale and Servicing Agreement, it shall be entitled to examine the books, records and premises of the Issuer, personally or by agent or attorney. In no event shall the Indenture Trustee have any responsibility may require reasonable indemnity against such cost, expense or liability as a condition to monitor CarMax’s compliance with or so proceeding; the reasonable expense of every such examination shall be charged with knowledge of paid by the risk retention rules of 17 CFR Part 246Person making such request, nor shall it be liable to any investoror, Holder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effect. (h) Any permissive right or privilege of if paid by the Indenture Trustee hereunder Trustee, shall not be deemed to be or otherwise construed as a duty or obligationreimbursed by the Person making such request upon demand. (i) The Indenture Trustee shall not be liable for the failure to perform its duties hereunder if such failure is a direct or proximate result of another party failing to perform its duties.

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 Personperson. The Indenture Trustee need not investigate any fact or matter stated in the document. (b) Before the Indenture Trustee acts or refrains from acting, it may request and shall be entitled to receive require an Issuer’s 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 Issuer’s Officer's Certificate or Opinion of Counsel. (c) The Indenture Trustee in any of its capacities 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 Trustee's conduct 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 or to institute, conduct or defend any litigation hereunder or in relation hereto or to honor the request or direction of any of the Noteholders pursuant to this Indenture, Indenture unless such Noteholders shall have offered to the Indenture Trustee reasonable security or indemnity satisfactory to it against the reasonable costs, expenses expenses, disbursements, advances and liabilities which might be incurred by it it, its agents and its counsel in compliance with such request or direction. (g) The Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bondapproval, debenture bond or other paper or document, but unless requested in writing to do so by the Holders of Notes representing at least 25% of the Controlling Securities; provided that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of 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 not reasonably assured to the Indenture Trustee shall determine by the security afforded to make such further inquiry or investigationit by the terms of this Indenture, it shall be entitled to examine the books, records and premises of the Issuer, personally or by agent or attorney. In no event shall the Indenture Trustee have may require indemnity satisfactory to the Indenture Trustee in its reasonable discretion against such cost, expense or liability as a condition to taking any responsibility to monitor CarMax’s compliance with or be charged with knowledge of the risk retention rules of 17 CFR Part 246, nor shall it be liable to any investor, Holder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effectaction. (h) Any permissive The right or privilege of the Indenture Trustee hereunder to perform any discretionary act enumerated in this Indenture shall not be deemed to be or otherwise construed as a duty or obligation. (i) The duty, and the Indenture Trustee shall not be liable answerable for other than its willful misconduct, negligence or bad faith in the failure to perform its duties hereunder if performance of such failure is a direct or proximate result of another party failing to perform its dutiesact.

Rights of Indenture Trustee. (a) The Indenture Trustee may conclusively rely and shall be fully protected in relying on any document (including electronic documents and communications delivered in accordance with the terms of this Indenture) believed by it to be genuine and to have been signed or presented by the proper Personperson. The Indenture Trustee need not investigate any fact or matter stated in such document. (b) Before the Indenture Trustee acts or refrains from acting, it may request require and shall be entitled to receive an IssuerOfficer’s Certificate or an Opinion of Counsel, which counsel may be an employee of or counsel to the Issuer or the Seller and which shall be reasonably satisfactory to the Indenture Trustee, or, in the Indenture Trustee’s sole judgment, of external counsel of the Issuer (at no cost or expense to the Indenture Trustee) that such action is required or permitted hereunder. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an Issuersuch Officer’s Certificate or Opinion of Counsel. (c) The Indenture Trustee in any of its capacities 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. The Indenture Trustee shall give prompt written notice to the Rating Agencies of the appointment of any such agent, custodian or nominee to whom it delegates any of its express duties under this Indenture provided, that the Indenture Trustee shall not be obligated to give such notice (i) if the Issuer or the Holders have directed the Indenture Trustee to appoint such agent, custodian or nominee (in which event the Issuer shall give prompt notice to the Rating Agencies of any such direction) or (ii) of the appointment of any agents, custodians or nominees made at any time that an Event of Default of the Issuer has occurred and is continuing. (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 Trustee’s conduct does not constitute willful misconduct, negligence or bad faith. (e) The Indenture Trustee may consult with counsel, and the advice or opinion Opinion of counsel Counsel with respect to legal matters relating to this Indenture and the Notes Recovery Bonds 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 (i) take any action or exercise any of the rights or powers vested in it by this Indenture or any other Basic Document or (ii) institute, conduct or defend any litigation hereunder or thereunder or in relation hereto or thereto or to investigate any matter, at the request request, order or direction of any of the Noteholders Bondholders pursuant to the provisions of this IndentureIndenture and the Series Supplement or otherwise, unless such Noteholders it shall have offered to the Indenture Trustee received security or indemnity satisfactory to it against the costs, expenses and liabilities which might may be incurred by it in compliance with such request or directionincurred. (g) In no event shall the Indenture Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, governmental action, strikes, work stoppages, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes, pandemics or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer systems and services; it being understood that the Indenture Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. (h) Any request or direction of the Issuer mentioned herein shall be sufficiently evidenced by an Issuer Request or Issuer Order. Whenever in the administration of this Indenture the Indenture Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Indenture Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, conclusively rely upon an Officer’s Certificate. (i) The Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture debenture, note, other evidence of indebtedness 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. . (j) In no event shall the Indenture Trustee have be responsible or liable for special, indirect, punitive or consequential loss or damage of any responsibility to monitor CarMax’s compliance with or be charged with knowledge kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Indenture Trustee has been advised of the risk retention rules of 17 CFR Part 246, nor shall it be liable to any investor, Holder, or any party whatsoever for violation likelihood of such rules loss or requirements or such similar provisions now or hereafter in effectdamage and regardless of the form of action. (h) Any permissive right or privilege of the Indenture Trustee hereunder shall not be deemed to be or otherwise construed as a duty or obligation. (ik) The Indenture Trustee shall not be deemed to have notice of any Default or Event of Default unless it has actual knowledge or written notice of any event which is in fact such a default is received by a Responsible Officer of the Indenture Trustee at the Corporate Trust Office of the Indenture Trustee, and such notice references the Recovery Bonds and this Indenture. (l) The rights, privileges, protections, immunities and benefits given to the Indenture Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder. (m) Beyond the exercise of reasonable care in the custody thereof, the Indenture Trustee will have no duty as to any Recovery Bond Collateral in its possession or control or in the possession or control of any agent or bailee or any income thereon or as to preservation of rights against prior parties or any other rights pertaining thereto. The Indenture Trustee will be deemed to have exercised reasonable care in the custody of the Recovery Bond Collateral in its possession if the Recovery Bond Collateral is accorded treatment substantially equal to that which it accords its own property, and the Indenture Trustee will not be liable or responsible for any loss or diminution in the value of any of the Recovery Bond Collateral by reason of the act or omission of any carrier, forwarding agency or other agent or bailee selected by the Indenture Trustee in good faith. (n) The Indenture Trustee will not be responsible for the failure existence, genuineness or value of any of the Recovery Bond Collateral or for the validity, sufficiency, perfection, priority or enforceability of the Liens in any of the Recovery Bond Collateral, except to perform its duties the extent such action or omission constitutes negligence or willful misconduct on the part of the Indenture Trustee. The Indenture Trustee shall not be responsible for the validity of the title of any grantor to the collateral, for insuring the Recovery Bond Collateral or for the payment of taxes, charges, assessments or liens upon the Recovery Bond Collateral or otherwise as to the maintenance of the Recovery Bond Collateral. (o) In the event that the Indenture Trustee is required to acquire title to an asset for any reason, or take any managerial action of any kind in regard thereto, in order to carry out any fiduciary or trust obligation for the benefit of another, which in the Indenture Trustee’s sole discretion may cause the Indenture Trustee, as applicable, to be considered an “owner or operator” under any environmental laws or otherwise cause the Indenture Trustee to incur, or be exposed to, any environmental liability or any liability under any other federal, state or local law, the Indenture Trustee reserves the right, instead of taking such action, either to resign as Indenture Trustee or to arrange for the transfer of the title or control of the asset to a court appointed receiver. The Indenture Trustee will not be liable to any person for any environmental claims or any environmental liabilities or contribution actions under any federal, state or local law, rule or regulation by reason of the Indenture Trustee’s actions and conduct as authorized, empowered and directed hereunder if such failure is a direct or proximate result relating to any kind of another party failing to perform its duties.discharge or release or threatened discharge or release of any hazardous materials into the environment..

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. The Indenture Trustee need not investigate any fact or matter stated in such document. (b) Before the Indenture Trustee acts or refrains from acting, it may request require and shall be entitled to receive an Issuer’s Officers' Certificate or of the Issuer and/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 Issuer’s such Officers' Certificate or Opinion of Counsel. (c) The Indenture Trustee in any of its capacities 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; providedPROVIDED, howeverHOWEVER, that such action or omission by the Indenture Trustee Trustee's conduct does not constitute willful misconduct, negligence or bad faith. (e) The Indenture Trustee may consult with counsel, and the advice or opinion of counsel with respect to legal matters relating to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel. (f) The Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of the Noteholders pursuant to this Indenture, unless such Noteholders shall have offered to the Indenture Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. (g) The Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document, but the Indenture Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Indenture Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Issuer, personally or by agent or attorney. In no event shall the Indenture Trustee have any responsibility to monitor CarMax’s compliance with or be charged with knowledge of the risk retention rules of 17 CFR Part 246, nor shall it be liable to any investor, Holder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effect. (h) Any permissive right or privilege of the Indenture Trustee hereunder shall not be deemed to be or otherwise construed as a duty or obligation. (i) The Indenture Trustee shall not be liable for the failure to perform its duties hereunder if such failure is a direct or proximate result of another party failing to perform its duties.

Rights of Indenture Trustee. (a) The Indenture Trustee may conclusively rely on the face value of any document believed by it to be genuine and to have been signed or presented by the proper Personperson. The Indenture Trustee need not investigate any fact or matter stated in the document. (b) Before the Indenture Trustee acts or refrains from acting, it may request and shall be entitled to receive require an IssuerOfficer’s Certificate or an Opinion of CounselCounsel from the appropriate party. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an IssuerOfficer’s Certificate or Opinion of CounselCounsel from the appropriate party. The right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture or in any Basic Document shall not be construed as a duty of the Indenture Trustee and the Indenture Trustee shall not be answerable for other than its negligence or willful misconduct in the performance of such discretionary act. (c) The Indenture Trustee in any of its capacities 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, nominee and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, of any such agent, attorney, attorney or custodian or nominee appointed by the Indenture Trustee with due care by it hereundercare. (d) The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which that it believes to be authorized or within its rights or powers; provided, however, that such action or omission by the Indenture Trustee Trustee’s conduct does not constitute willful misconduct, negligence or bad faith. (e) The Indenture Trustee may consult consult, at the Issuer’s expense and paid in accordance with Section 4.16 of the Sale and Servicing Agreement or, to the extent not so paid, in accordance with and in the priority set forth in Section 5.05(b) of the Sale and Servicing Agreement, 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) In the event that the Indenture Trustee is also acting as Paying Agent, Note Registrar, Calculation Agent or collateral agent, the rights and protections afforded to the Indenture Trustee pursuant to this Article 6 shall be afforded to such Paying Agent, Note Registrar, Calculation Agent or collateral agent. (g) The Indenture Trustee shall be under no obligation to exercise any of the rights trusts or powers vested in it by this Indenture or to institute, conduct or defend any litigation hereunder or in relation hereto at the request request, order or direction of any of the Noteholders Noteholders, pursuant to the provisions of this Indenture, other than requests, demands or directions relating to an Asset Representations Review pursuant to Section 7.05, unless such Noteholders shall have offered to the Indenture Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities which might may be incurred by it in compliance with such request therein or direction.thereby; (gh) The right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture shall not be construed as a duty, and the Indenture Trustee shall not be bound to make any investigation into answerable for other than its negligence or willful misconduct in the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document, but the Indenture Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Indenture Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Issuer, personally or by agent or attorney. In no event shall the Indenture Trustee have any responsibility to monitor CarMax’s compliance with or be charged with knowledge of the risk retention rules of 17 CFR Part 246, nor shall it be liable to any investor, Holder, or any party whatsoever for violation performance of such rules or requirements or such similar provisions now or hereafter in effect. (h) Any permissive right or privilege of the Indenture Trustee hereunder shall not be deemed to be or otherwise construed as a duty or obligation. (i) The Indenture Trustee shall not be liable for the failure to perform its duties hereunder if such failure is a direct or proximate result of another party failing to perform its duties.act; and

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 Personperson. The Indenture Trustee need not investigate any fact or matter stated in the document. (b) Before the Indenture Trustee acts or refrains from acting, it may request and shall be entitled require an Officer's Certificate (with respect to receive an Issuer’s Certificate factual matters) or an Opinion of Counsel, as applicable. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an Issuer’s the Officer's Certificate or Opinion of Counsel. (c) The Indenture Trustee in any of its capacities may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through Affiliates, 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 Trustee's conduct does not constitute willful misconduct, negligence or bad faith. (e) The Indenture Trustee may consult with counsel, and the advice of such counsel or opinion any Opinion of counsel 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 such advice or opinion Opinion of such counselCounsel. (f) The Indenture Trustee shall be under no obligation to exercise institute, conduct or defend any litigation under this Indenture or in relation to this Indenture, at the request, order or direction of any of the Holders of Notes, pursuant to the provisions of this Indenture, unless such Holders of Notes shall have offered to the Indenture Trustee reasonable security or indemnity against the costs, expenses and liabilities that may be incurred therein or thereby; provided, however, that the Indenture Trustee shall, upon the occurrence of an Event of Default (that has not been cured), exercise the rights or and 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 a manner consistent with such request or directionSection 6.01. (g) The Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bondapproval, debenture bond or other paper or document, but unless so requested by the Holders of Notes evidencing not less than 25% of the Outstanding Amount of the Notes; provided, however, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of 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 not reasonably assured to the Indenture Trustee shall determine by the security afforded to make such further inquiry it by the terms of this Indenture or investigationthe Sale and Servicing Agreement, it shall be entitled to examine the books, records and premises of the Issuer, personally or by agent or attorney. In no event shall the Indenture Trustee have any responsibility may require reasonable indemnity against such cost, expense or liability as a condition to monitor CarMax’s compliance with or so proceeding; the reasonable expense of every such examination shall be charged with knowledge of paid by the risk retention rules of 17 CFR Part 246Person making such request, nor shall it be liable to any investoror, Holder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effect. (h) Any permissive right or privilege of if paid by the Indenture Trustee hereunder Trustee, shall not be deemed to be or otherwise construed as a duty or obligationreimbursed by the Person making such request upon demand. (i) The Indenture Trustee shall not be liable for the failure to perform its duties hereunder if such failure is a direct or proximate result of another party failing to perform its duties.

Rights of Indenture Trustee. (a) The Indenture Trustee may conclusively rely on and shall be protected in acting upon or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, note, direction, demand, election or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper Personperson. The Indenture Trustee need not investigate any fact or matter stated in the document. (b) Before the Indenture Trustee acts or refrains from acting, it may request and shall be entitled to receive require an IssuerOfficer’s Certificate or an Opinion of CounselCounsel from the appropriate party. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an IssuerOfficer’s Certificate or Opinion of CounselCounsel from the appropriate party. The right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture or in any Basic Document shall not be construed as a duty of the Indenture Trustee and the Indenture Trustee shall not be answerable for other than its negligence, bad faith or willful misconduct in the performance of such discretionary act. (c) The Indenture Trustee in any of its capacities 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, nominee and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, the Administrator, any co-trustee or separate trustee appointed in accordance with the provisions of Section 6.10 or any other 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 that it believes to be authorized or within its rights or powers; provided, however, that such action or omission by the Indenture Trustee Trustee’s conduct does not constitute willful misconduct, negligence or bad faith. (e) The Indenture Trustee may consult with counsel, at the Issuer’s expense and paid in the priority set forth in Section 5.06(b) of the Sale and Servicing Agreement, and the written advice or opinion of such 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 or to institute, conduct or defend any litigation under this Indenture or in relation to this Indenture or to honor the request requests, demands or direction of the any Noteholders or Verified Note Owners pursuant to this Indenture, other than requests, demands or directions explicitly required to be honored by the Indenture Trustee pursuant to Sections 13.01, 13.02, 13.03(a) or 13.04 of this Indenture, Section 11.01 of the Sale and Servicing Agreement or Section 23 of the Administration Agreement, unless such Noteholders or Verified Note Owners, as applicable, shall have offered to the Indenture Trustee security or indemnity satisfactory to it against the reasonable costs, expenses expenses, disbursements, advances and liabilities which that might be incurred by it it, its agents and its counsel in compliance with such request request, demand or direction. (g) The Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bondapproval, debenture bond or other paper or document, but unless requested in writing to do so by Noteholders evidencing not less than 50% of the Outstanding Amount; provided, however, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, in its discretionnot reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture, the Indenture Trustee may make require indemnity satisfactory to it against such further inquiry cost, expense or liability as a condition to so proceeding. The reasonable expense of each such investigation into shall be paid by the Person making such facts or matters as it may see fitrequest, andor, if paid by the Indenture Trustee, shall be reimbursed by the Person making such request upon demand. (h) Any request or direction of the Issuer mentioned herein shall be sufficiently evidenced by an Issuer Request. (i) In the event that the Indenture Trustee is also acting as Paying Agent, Note Registrar, Certificate Registrar, authenticating agent (under the Trust Agreement), Paying Agent (under the Trust Agreement) or collateral agent, the rights and protections afforded to the Indenture Trustee pursuant to this Article VI shall be afforded to it in such capacities. (j) The right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture shall not be construed as a duty, and the Indenture Trustee shall determine not be answerable for other than its negligence or willful misconduct in the performance of such act. (k) The Indenture Trustee shall not be required to make give any bond or surety in respect of the powers granted hereunder. (l) The Indenture Trustee will not be responsible or liable for a failure or delay in the performance of its obligations under this Indenture from or caused by, directly or indirectly, forces beyond its control, including, but not limited to, strikes, work stoppages, acts of war, terrorism, civil or military disturbances, nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes or other natural catastrophes and interruptions, unforeseeable loss or failures of mechanical, electronic or communication systems. The Indenture Trustee will use reasonable efforts consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. (m) For the avoidance of doubt, the Indenture Trustee shall not have any duty or obligation to monitor or enforce the Sponsor’s compliance with any applicable risk retention rules or regulations. The Indenture Trustee shall not be charged with knowledge of any such further inquiry rules or investigationregulations, and it shall not be entitled liable to examine the books, records and premises any Noteholder or any other Person for any violation of the Issuer, personally any such rules or by agent or attorney. regulations. (n) In no event shall the Indenture Trustee have any responsibility to monitor CarMax’s compliance with or be charged with knowledge of the risk retention rules of 17 CFR Part 246, nor shall it be liable to any investor, Holder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effect. (h) Any permissive right or privilege of the Indenture Trustee hereunder shall not be deemed to be or otherwise construed as a duty or obligation. (i) The Indenture Trustee shall not be liable for the failure to perform its duties hereunder under this Indenture if (i) such failure is a direct or proximate result of another party failing party’s failure to perform its dutiesobligations under this Indenture, (ii) such other party’s failure was not a direct or proximate result of the Indenture Trustee’s willful misconduct, bad faith or negligence and (iii) such failure by the Indenture Trustee does not constitute willful misconduct, negligence or bad faith.

Rights of Indenture Trustee. (a) The Except as otherwise provided in Section 6.01: (1) the Indenture Trustee may conclusively rely on and shall be protected in acting or refraining from acting upon any resolution, Officer’s Certificate, certificate of an authorized signatory, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper Personparty or parties, including, without limitation, provided to it via email or other suitable means of electronic distribution as permitted in writing by the Indenture Trustee; (2) the Indenture Trustee may consult with counsel and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it under this Indenture in good faith and in accordance with such advice or Opinion of Counsel; (3) the Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or the Sale and Servicing Agreement, or to institute, conduct or defend any litigation under this Indenture, or in relation to this Indenture or the Sale and Servicing Agreement, at the request, order or direction of any of the Noteholders pursuant to the provisions of this Indenture or the Sale and Servicing Agreement, unless such Noteholders shall have offered to the Indenture Trustee reasonable security or indemnity against the costs, expenses and liabilities that may be incurred by it, its agents and its counsel in compliance with such request, order or direction; (4) the Indenture Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture; (5) the Indenture Trustee shall not be bound to recalculate, reverify, or make any investigation into the facts of matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by Holders of Notes evidencing not less than 25% of the aggregate Outstanding Amount of the Notes; provided, however, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture, the Indenture Trustee may require reasonable indemnity against such cost, expense or liability as a condition to so proceeding; the reasonable expense of every such examination shall be paid by the Administrator or, if paid by the Indenture Trustee, shall be reimbursed by the Administrator upon demand; and nothing in this clause shall derogate from the obligation of the Servicer to observe any applicable law prohibiting disclosure of information regarding the Obligors; (6) the Indenture Trustee may execute any of the trusts or powers under this Indenture or perform any duties under this Indenture either directly or by or through agents or attorneys or a custodian. The Indenture Trustee shall not be liable for the misconduct of such agents or attorneys if such agents or attorneys have been selected by the Indenture Trustee with reasonable care; (7) in order to comply with laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering (“Applicable Law”), the Indenture Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with Applicable Law; (8) the rights, privileges, protections, immunities and benefits given to the Indenture Trustee herein, including the right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in its capacities as Indenture Trustee, Paying Agent and Secured Party under the Basic Documents; and (9) all communications, notices, instruction and other documents to be received by the Indenture Trustee (with the exception of those for which a non-electronic signature is expressly requested by the Indenture Trustee) may be provided to it via email with receipt confirmed via reply email, if requested, or other suitable means of electronic distribution as permitted in writing by the Indenture Trustee. (b10) Before the Indenture Trustee acts or refrains from acting, it may request and shall be entitled to receive require an IssuerOfficer’s Certificate or (with respect to factual matters) and/or an Opinion of CounselCounsel (with respect to matters of law), as applicable. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an Issuersuch Officer’s Certificate or Opinion of Counsel. (c11) The Indenture Trustee in any of its capacities 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 will not be responsible for any misconduct or negligence on the part ofspecial, indirect, punitive, or for the supervision of, any such agent, attorney, custodian or nominee appointed with due care by it hereunderconsequential damages. (db) The Indenture Trustee shall not be liable for No Noteholder will have any action it takes or omits right 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 institute any proceeding with respect to legal matters relating to this Indenture and except upon satisfying the Notes shall be full and complete authorization and protection from liability conditions set forth 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 counselSection 5.06. (f) The Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of the Noteholders pursuant to this Indenture, unless such Noteholders shall have offered to the Indenture Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. (g) The Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document, but the Indenture Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Indenture Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Issuer, personally or by agent or attorney. In no event shall the Indenture Trustee have any responsibility to monitor CarMax’s compliance with or be charged with knowledge of the risk retention rules of 17 CFR Part 246, nor shall it be liable to any investor, Holder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effect. (h) Any permissive right or privilege of the Indenture Trustee hereunder shall not be deemed to be or otherwise construed as a duty or obligation. (i) The Indenture Trustee shall not be liable for the failure to perform its duties hereunder if such failure is a direct or proximate result of another party failing to perform its duties.

Rights of Indenture Trustee. (a) The Indenture Trustee may conclusively rely on the face value of any document believed by it to be genuine and to have been signed or presented by the proper Personperson. The Indenture Trustee need not investigate any fact or matter stated in the document. (b) Before the Indenture Trustee acts or refrains from acting, it may request and shall be entitled to receive require an IssuerOfficer’s Certificate or an Opinion of CounselCounsel from the appropriate party. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an IssuerOfficer’s Certificate or Opinion of CounselCounsel from the appropriate party. The right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture or in any Basic Document shall not be construed as a duty of the Indenture Trustee and the Indenture Trustee shall not be answerable for other than its negligence or willful misconduct in the performance of such discretionary act. (c) The Indenture Trustee in any of its capacities 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, nominee and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, of any such agent, attorney, attorney or custodian or nominee appointed by the Indenture Trustee with due care by it hereundercare. (d) The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which that it believes to be authorized or within its rights or powers; provided, however, that such action or omission by the Indenture Trustee Trustee’s conduct does not constitute willful misconduct, negligence or bad faith. (e) The Indenture Trustee may consult consult, at the Issuer’s expense and paid in accordance with Section 4.16 of the Sale and Servicing Agreement or, to the extent not so paid, in accordance with and in the priority set forth in Section 5.05(b) of the Sale and Servicing Agreement, with counsel, and the advice or opinion of counsel with respect to legal matters relating to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel. (f) The Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of the Noteholders pursuant to this Indenture, unless such Noteholders shall have offered to the Indenture Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. (g) The Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document, but the Indenture Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Indenture Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Issuer, personally or by agent or attorney. In no event shall the Indenture Trustee have any responsibility to monitor CarMax’s compliance with or be charged with knowledge of the risk retention rules of 17 CFR Part 246, nor shall it be liable to any investor, Holder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effect. (h) Any permissive right or privilege of the Indenture Trustee hereunder shall not be deemed to be or otherwise construed as a duty or obligation. (i) The Indenture Trustee shall not be liable for the failure to perform its duties hereunder if such failure is a direct or proximate result of another party failing to perform its duties.

Rights of Indenture Trustee. (a) The Except as otherwise provided in Section 6.01: (1) the Indenture Trustee may conclusively rely on and shall be protected in acting or refraining from acting upon any resolution, Officer’s Certificate, certificate of an authorized signatory, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper Personparty or parties, including, without limitation, provided to it via email or other suitable means of electronic distribution as permitted in writing by the Indenture Trustee; (2) the Indenture Trustee may consult with counsel, accountants and experts and the advice of such counsel, accountants or experts or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it under this Indenture in good faith and in accordance with such advice or Opinion of Counsel; (3) other than in connection with an Asset Review pursuant to Sections 7.08(a) or (b), the Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or the Sale and Servicing Agreement, or to institute, conduct or defend any litigation under this Indenture, or in relation to this Indenture or the Sale and Servicing Agreement, at the request, order or direction of any of the Noteholders pursuant to the provisions of this Indenture or the Sale and Servicing Agreement, unless such Noteholders shall have offered to the Indenture Trustee reasonable security or indemnity against the costs, expenses and liabilities that may be incurred by it, its agents and its counsel in compliance with such request, order or direction; (4) the Indenture Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture; (5) the Indenture Trustee shall not be bound to recalculate, reverify, or make any investigation into the facts of matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by Holders of Notes evidencing not less than 25% of the Outstanding Amount of the Notes; provided, however, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture, the Indenture Trustee may require reasonable indemnity against such cost, expense or liability as a condition to so proceeding; the reasonable expense of every such examination shall be paid by the Administrator or, if paid by the Indenture Trustee, shall be reimbursed by the Administrator upon demand; and nothing in this clause shall derogate from the obligation of the Servicer to observe any applicable law prohibiting disclosure of information regarding the Obligors; (6) the Indenture Trustee may execute any of the trusts or powers under this Indenture or perform any duties under this Indenture either directly or by or through agents or attorneys or a custodian, and the Indenture Trustee shall not be liable for the misconduct of such agents or attorneys if such agents or attorneys have been selected by the Indenture Trustee with reasonable care; (7) in order to comply with laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering (“Applicable Law”), the Indenture Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with Applicable Law; (8) the rights, privileges, protections, immunities and benefits given to the Indenture Trustee herein, including the right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in its capacities as Indenture Trustee, Paying Agent and Secured Party under the Basic Documents; and (9) all communications, notices, instruction and other documents to be received by the Indenture Trustee (with the exception of those for which a non-electronic signature is expressly requested by the Indenture Trustee) may be provided to it via email with receipt confirmed via reply email, if requested, or other suitable means of electronic distribution as permitted in writing by the Indenture Trustee. (b10) Before before the Indenture Trustee acts or refrains from acting, it may request and shall be entitled to receive require an IssuerOfficer’s Certificate or (with respect to factual matters) and/or an Opinion of CounselCounsel (with respect to matters of law), as applicable. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an Issuersuch Officer’s Certificate or Opinion of Counsel. (c11) The Indenture Trustee in any of its capacities 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 will not be responsible for any misconduct or negligence on the part ofspecial, indirect, punitive, or for the supervision of, any such agent, attorney, custodian or nominee appointed with due care by it hereunderconsequential damages. (db) The No Noteholder will have any right to institute any proceeding with respect to this Indenture except upon satisfying the conditions set forth in Section 5.06. (c) No provision of this Indenture shall be deemed to impose any duty or obligation on the Indenture Trustee shall not be liable for or take or omit to take any action, suffer any action it takes to be taken or omits omitted, in the performance of its duties, or to exercise any right or power hereunder, to the extent that taking or omitting 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 suffering such action to be taken or omitted would, in 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 judgment of counsel with respect to legal matters relating to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel. (f) The Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of the Noteholders pursuant to this Indenture, unless such Noteholders shall have offered to the Indenture Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. (g) The Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document, but the Indenture Trustee, in its discretion, expose it to liability or violate applicable law binding upon it (which determination 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 based on an Opinion of the Issuer, personally or by agent or attorney. In no event shall the Indenture Trustee have any responsibility to monitor CarMax’s compliance with or be charged with knowledge of the risk retention rules of 17 CFR Part 246, nor shall it be liable to any investor, Holder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effectCounsel). (h) Any permissive right or privilege of the Indenture Trustee hereunder shall not be deemed to be or otherwise construed as a duty or obligation. (i) The Indenture Trustee shall not be liable for the failure to perform its duties hereunder if such failure is a direct or proximate result of another party failing to perform its duties.

Rights of Indenture Trustee. (a) The Subject to the provisions of Section 6.1: (i) the Indenture Trustee may conclusively rely on and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, note, debenture, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by the proper Person. party or parties (b) Before the Indenture Trustee acts or refrains from acting, it may request and shall be entitled to receive an Issuer’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 Issuer’s Certificate or Opinion of Counsel. (c) The Indenture Trustee in any of its capacities 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 need not be responsible for investigate any misconduct fact or negligence on matter stated in the part of, or for the supervision of, any such agent, attorney, custodian or nominee appointed with due care by it hereunder.document); (dii) The any request or direction or action of the Issuer mentioned herein shall be sufficiently evidenced by an Issuer Order; (iii) whenever in the administration of this Indenture the Indenture Trustee shall not deem it desirable that a matter be liable for proved or established prior to taking, suffering or omitting any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; providedhereunder, however, that such action or omission by the Indenture Trustee does not constitute willful misconduct(unless other evidence be herein specifically prescribed) may, negligence or in the absence of bad faith.faith on its part, conclusively rely upon an Officer’s Certificate; (eiv) The the Indenture Trustee may consult with counsel, counsel as to legal matters and the advice or opinion of any such counsel selected by the Indenture Trustee 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 of any action taken, suffered or omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel.reliance thereon; (fv) The 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 any 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.; (gvi) The the Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bondnote, debenture debenture, other evidence of indebtedness, 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. In no event shall ; (vii) the Indenture Trustee have may execute any responsibility to monitor CarMax’s compliance with or be charged with knowledge of the risk retention rules of 17 CFR Part 246trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, nor shall it be liable to any investorattorneys, Holder, custodians or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effect. (h) Any permissive right or privilege of nominees and the Indenture Trustee hereunder shall not be deemed to be responsible for any misconduct or otherwise construed as a duty negligence on the part of any agent, attorney, custodian or obligation.nominee appointed with due care by it hereunder; (iviii) The 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 the failure Indenture Trustee’s conduct does not constitute willful misconduct, negligence or bad faith; (ix) the Indenture Trustee shall not be required to perform give any bond or surety in respect of the performance of its powers and duties hereunder if hereunder; (x) the Indenture Trustee shall not be bound to ascertain or inquire as to the performance or observance of any covenants, conditions or agreements on the part of the Issuer; (xi) the permissive rights of the Indenture Trustee to do things enumerated in this Indenture shall not be construed as a duty and the Indenture Trustee shall not be answerable for other than its gross negligence or willful default; (xii) in the event that the Indenture Trustee is also acting as Paying Agent or Note Registrar hereunder, the rights and protections afforded to the Indenture Trustee pursuant to this Article VI shall also be afforded to such failure is Paying Agent or Note Registrar; (xiii) in no event shall the Indenture Trustee be liable for special, indirect or consequential damages; and (xiv) the Indenture Trustee shall have no duty (i) to see to any recording, filing, or depositing of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a direct security interest, or proximate result to see to the maintenance of another any such recording or filing or depositing or to any rerecording, refiling or redepositing of any thereof, (ii) to see to any insurance, (iii) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Issuer or (iv) to confirm or verify the contents of any reports or certificates of the Servicer delivered to the Indenture Trustee pursuant to this Indenture or the Servicing Agreement believed by the Indenture Trustee to be genuine and to have been signed or presented by the proper party failing or parties. (b) The recitals contained herein and in the Notes, except the Indenture Trustee’s certificates of authentication, shall be taken as the statements of the Issuer, and the Indenture Trustee assumes no responsibility for their correctness. The Indenture Trustee makes no representations as to perform its dutiesthe validity or sufficiency of this Indenture or of the Notes, except to the extent provided by the Indenture Trustee’s certificate of authentication on the Notes. The Indenture Trustee shall not be accountable for the use or application by the Issuer of the proceeds of the Notes.

Rights of Indenture Trustee. (a) The Indenture Trustee may conclusively rely on the face value of any document believed by it to be genuine and to have been signed or presented by the proper Personperson. The Indenture Trustee need not investigate any fact or matter stated in the document. (b) Before the Indenture Trustee acts or refrains from acting, it may request and shall be entitled to receive require an Issuer’s Officer's Certificate or an Opinion of CounselCounsel from the appropriate party. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an Issuer’s Officer's Certificate or Opinion of CounselCounsel from the appropriate party. The right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture or in any Basic Document shall not be construed as a duty of the Indenture Trustee and the Indenture Trustee shall not be answerable for other than its negligence, bad faith or willful misconduct in the performance of such discretionary act. (c) The Indenture Trustee in any of its capacities 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, nominee and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, of any such agent, attorney, attorney or custodian or nominee appointed by the Indenture Trustee with due care by it hereundercare. (d) The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which that it believes to be authorized or within its rights or powers; provided, however, that such action or omission by the Indenture Trustee Trustee's conduct does not constitute willful misconduct, negligence or bad faith. (e) The Indenture Trustee may consult consult, at the Issuer's expense and paid in the priority set forth in Section 5.06(b) of the Sale and Servicing Agreement, with counsel, and the written 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) In the event that the Indenture Trustee is also acting as Paying Agent, Note Registrar or collateral agent, the rights and protections afforded to the Indenture Trustee pursuant to this Article 6 shall be afforded to such Paying Agent, Note Registrar or collateral agent. (g) The Indenture Trustee shall be under no obligation to exercise any of the rights trusts or powers vested in it by this Indenture or to institute, conduct or defend any litigation hereunder or in relation hereto at the request request, order or direction of any of the Noteholders Noteholders, pursuant to the provisions of this Indenture, unless such Noteholders shall have offered to the Indenture Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities which might may be incurred by it in compliance with such request therein or directionthereby. (gh) The right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture shall not be construed as a duty, and the Indenture Trustee shall not be bound to make any investigation into answerable for other than its negligence or willful misconduct in the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document, but the Indenture Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Indenture Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Issuer, personally or by agent or attorney. In no event shall the Indenture Trustee have any responsibility to monitor CarMax’s compliance with or be charged with knowledge of the risk retention rules of 17 CFR Part 246, nor shall it be liable to any investor, Holder, or any party whatsoever for violation performance of such rules or requirements or such similar provisions now or hereafter in effect. (h) Any permissive right or privilege of the Indenture Trustee hereunder shall not be deemed to be or otherwise construed as a duty or obligationact. (i) The Indenture Trustee shall not be liable for required to give any bond or surety in respect of the failure to perform its duties hereunder if such failure is a direct or proximate result of another party failing to perform its dutiespowers granted hereunder.

Rights of Indenture Trustee. (a) The Indenture Trustee may conclusively rely on on, and need not investigate any fact or matter stated in, any document believed by it to be genuine and to have been signed or presented by the proper Personperson. (b) Before the Indenture Trustee acts or refrains from acting, it may request and shall be entitled to receive require an IssuerOfficer’s Certificate of the Issuing Entity 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 IssuerOfficer’s Certificate or Opinion of Counsel. (c) The Indenture Trustee in any of its capacities 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 Trustee’s conduct does not constitute willful misconduct, negligence or bad faith. (e) The Indenture Trustee may consult with counsel, accountants, and experts of its own selection, and the advice or opinion of counsel counsel, accountants, or experts with respect to legal legal, accounting, or matters relating to this Indenture and the Notes or any related document 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, accountant, or expert. (f) The Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at or to institute, conduct or defend any litigation hereunder or in relation hereto or to honor the request or direction of any of the Noteholders pursuant to this Indenture, unless such Noteholders shall have offered to the Indenture Trustee security or indemnity reasonably satisfactory to it against the reasonable costs, expenses expenses, disbursements, advances and liabilities which might be incurred by it it, its agents and its counsel in compliance with such request or direction, except with respect to requests, demands or directions relating to communications between Noteholders or Note Owners under Section 7.02(e) or an asset representations review demand under Section 7.05, in which case any such costs, expenses, disbursements, advances and liabilities which might be incurred by the Indenture Trustee, its agents and its counsel in compliance with such request or direction shall be subject to the Issuing Entity and Administrator’s compensation and indemnification obligations pursuant to Section 6.07. (g) The Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bondapproval, debenture bond or other paper or document, but unless requested in writing to do so by the Holders of Notes representing at least 25% of the Controlling Securities; provided that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of 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 not reasonably assured to the Indenture Trustee shall determine by the security afforded to make it by the terms of this Indenture, the Indenture Trustee may require indemnity satisfactory to the Indenture Trustee in its reasonable discretion against such further inquiry cost, expense or investigation, it shall be entitled liability as a condition to examine the books, records and premises of the Issuer, personally or by agent or attorneytaking any such action. In no event shall the Indenture Trustee have any responsibility to monitor CarMaxWorld Omni’s compliance with or be charged with knowledge of the risk retention rules requirements of 17 CFR Part 246Regulation RR or the Credit Risk Retention Rules, nor shall it be liable to any investorNoteholder, HolderCertificateholder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effect. (h) Any permissive The right or privilege of the Indenture Trustee hereunder to perform any discretionary act enumerated in this Indenture shall not be deemed to be or otherwise construed as a duty duty, and the Indenture Trustee shall not be answerable for other than its willful misconduct, negligence or obligationbad faith in the performance of such act. (i) The rights, privileges, protections, immunities and benefits given to the Indenture Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder and in each document to which it is a party. (j) In no event shall the Indenture Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, acts of war or terrorism, civil or military disturbances, epidemics or pandemics, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer systems and services; it being understood that the Indenture Trustee shall not use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. (k) In no event shall the Trustee be personally liable (i) for special, consequential, indirect or punitive damages (including lost profits), (ii) for the acts or omissions of its nominees, correspondents, clearing agencies or securities depositories and (iii) for the acts or omissions of brokers or dealers. (l) In no event shall the Indenture Trustee be liable for the failure to perform its duties hereunder if such failure is a direct or proximate result of another party failing party’s failure to perform its dutiesobligations hereunder. (m) In order to comply with laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering (“Applicable Law”), the Indenture Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Indenture Trustee. Accordingly, each of the parties agrees to provide to the Indenture Trustee upon its reasonable request from time to time such identifying information and documentation as may be reasonably available for such party in order to enable the Indenture Trustee to comply with Applicable Law. (n) Each Holder, by its acceptance of a Note hereunder, represents that it has, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it has deemed appropriate, made its own investment decision in respect of the Notes. Each Holder also represents that it will, independently and without reliance upon the Indenture Trustee or any other Person, and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under this Indenture or any other document and in connection with the Notes. Except for notices, reports and other documents expressly required to be furnished to the Holders by the Indenture Trustee hereunder, the Indenture Trustee shall not have any duty or responsibility to provide any Holder with any other information concerning the Issuing Entity, the Servicer or any other parties to any related documents which may come into the possession of the Indenture Trustee or any of its officers, directors, employees, agents, representatives or attorneys-in-fact. (o) The Indenture Trustee may, from time to time, reasonably request that the Issuing Entity, the Administrator, the Servicer and any other applicable party deliver a certificate (upon which the Indenture Trustee may conclusively rely) setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture or any related document together with a specimen signature of such authorized officers and the Indenture Trustee shall be entitled to conclusively rely on the then current certificate until receipt of a superseding certificate. (p) The Indenture Trustee shall not be required to take any action it is directed to take under this Indenture if the Indenture Trustee reasonably determines in good faith that the action so directed would involve the Indenture Trustee in personal liability, would violate the rights of the non-directing Noteholders, or is contrary to law or inconsistent with this Indenture or other Basic Documents.

Rights of Indenture Trustee. (a) The Indenture Trustee may conclusively rely on on, and shall be fully protected from acting or refraining from acting upon, any document believed by it to be genuine and to have been signed or presented by the proper Personperson. The Indenture Trustee need not investigate any fact or matter stated in the document. (b) Before the Indenture Trustee acts or refrains from acting, it may request and shall be entitled to receive require an Issuer’s 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 Issuer’s Officer's Certificate or Opinion of Counsel. (c) The Indenture Trustee in any of its capacities 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 Trustee's conduct does not constitute willful misconduct, negligence or bad faith. (ed) The Indenture Trustee may consult with counsel, and the advice or opinion Opinion of counsel Counsel with respect to legal matters relating to this Indenture the Basic Documents 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 or in connection herewith in good faith and in accordance with the advice or opinion of such counsel. (e) The Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder, either directly or by or through agents, attorneys, custodians or nominees appointed with due care, and shall not be responsible for any willful misconduct or negligence on the part of any agent, attorney, custodian or nominee so appointed. (f) The Indenture Trustee shall be under no obligation or its Affiliates are permitted to exercise any of the rights or powers vested in it by this Indenture at the request or direction of the Noteholders pursuant to this Indenture, unless such Noteholders shall have offered to the Indenture Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. (g) The Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document, but the Indenture Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Indenture Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Issuer, personally or by agent or attorney. In no event shall the Indenture Trustee have any responsibility to monitor CarMax’s compliance with or be charged with knowledge of the risk retention rules of 17 CFR Part 246, nor shall it be liable to any investor, Holder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effect. (h) Any permissive right or privilege of the Indenture Trustee hereunder shall not receive additional compensation that could be deemed to be or otherwise construed as a duty or obligation. in the Indenture Trustee's economic self-interest for (i) The Indenture Trustee serving as investment adviser, administrator, shareholder, servicing agent, custodian or sub-custodian with respect to certain of the Permitted Investments, (ii) using Affiliates to effect transactions in certain Permitted Investments and (iii) effecting transactions in certain Permitted Investments. Such compensation shall not only be liable for payable out of investment earnings pursuant to clause (vi) of the failure to perform its duties hereunder if such failure is a direct or proximate result definition of another party failing to perform its duties"Permitted Investments."

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 Personperson. The Indenture Trustee need not investigate any fact or matter stated in the document. (b) Before the Indenture Trustee acts or refrains from acting, it may request and shall be entitled to receive require an IssuerOfficer’s Certificate or an Opinion of Counsel, which shall not be at the expense of the Indenture Trustee. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an IssuerOfficer’s Certificate or Opinion of Counsel. The right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture or in any Operative Agreement shall not be construed as a duty and the Indenture Trustee shall not be answerable for other than its negligence, fraud, bad faith or willful misconduct in the performance of such act. (c) The Indenture Trustee in any of its capacities 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 Trustee’s conduct does not constitute willful misconduct, negligence negligence, fraud or bad faith. (e) The Indenture Trustee may consult with counsel, and the advice or opinion any Opinion of counsel Counsel with respect to legal matters relating to this Indenture Indenture, any Operative Agreement 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 any Opinion of Counsel of such counsel. (f) The In the event that the Indenture Trustee shall be is also acting as Paying Agent, Note Registrar, Custodian or Trust Administrator hereunder or under no obligation to exercise any of Operative Agreement, 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 and protections afforded to the Indenture Trustee security or indemnity satisfactory pursuant to it against the coststhis Article Six shall be afforded to such Paying Agent, expenses Note Registrar, Custodian and liabilities which might be incurred by it in compliance with such request or directionTrust Administrator. (g) The Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document, but the Indenture Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Indenture Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Issuer, personally or by agent or attorney. In no event shall the Indenture Trustee have any responsibility to monitor CarMax’s compliance with or be charged with knowledge of the risk retention rules of 17 CFR Part 246, nor shall it be liable to any investor, Holder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effect. (h) Any permissive right or privilege rights of the Indenture Trustee hereunder enumerated herein shall not be deemed to be or otherwise construed as a duty or obligation. (i) The Indenture Trustee shall not be liable for the failure to perform its duties hereunder if such failure is a direct or proximate result of another party failing to perform its duties.

Rights of Indenture Trustee. (a) The Except as otherwise provided in the second succeeding sentence, the Indenture Trustee may conclusively rely on on, and shall be protected in acting or refraining from acting upon, any resolution, Officer’s Certificate, Opinion of Counsel, certificate of auditors, Independent Certificate or any other document believed by it to be genuine and to have been signed or presented by the proper Personperson. The Indenture Trustee need not investigate any fact, calculation or matter stated in the document. Notwithstanding the foregoing, the Indenture Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Indenture Trustee that shall be specifically required to be furnished pursuant to any provision of this Indenture, shall examine them to determine whether they comply as to form to the requirements of this Indenture. (b) Before the Indenture Trustee acts or refrains from acting, it may request and shall be entitled to receive require an IssuerOfficer’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 IssuerOfficer’s Certificate or Opinion of Counsel. (c) The Indenture Trustee in any of its capacities 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 Trustee’s conduct 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 trusts or powers vested in it by this Indenture or to institute, conduct or defend any litigation hereunder or in relation hereto at the request request, order or direction of any of the Noteholders Noteholders, pursuant to the provisions of this Indenture, other than requests, demands or directions relating to an asset representations review pursuant to Section 7.05, unless such Noteholders shall have offered to the Indenture Trustee security or indemnity reasonably satisfactory to it the Indenture Trustee against the costs, expenses and liabilities which might may be incurred therein or thereby; provided, however, nothing contained herein shall relieve the Indenture Trustee of the obligation, upon the occurrence of an Event of Default of which a Responsible Officer of the Indenture Trustee shall have actual knowledge (which has not been cured), to exercise such of the rights and powers vested in it by it this Indenture, and to use the same degree of care and skill in compliance with their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such request or directionperson’s own affairs. (g) The right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture shall not be construed as a duty, and the Indenture Trustee shall not be answerable in the performance of such act for other than its negligence or willful misconduct. (h) The Indenture Trustee shall not be bound required to make give any investigation into bond or surety in respect of the facts execution of the Owner Trust Estate created hereby or matters stated the powers granted hereunder. (i) All rights of action and claims under this Indenture or the Note may be prosecuted and enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any resolutionproceeding relating thereto, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document, but the Indenture Trustee, in its discretion, may make any such further inquiry or investigation into such facts or matters as it may see fit, and, if proceeding instituted by the Indenture Trustee shall determine be brought in its own name or in its capacity as Indenture Trustee. Any recovery of judgment shall, after provision for the payments to make such further inquiry or investigationthe Indenture Trustee provided for in Section 6.07, it shall be entitled to examine for the books, records and premises ratable benefit of the Issuer, personally or by agent or attorney. Noteholders in respect of which such judgment has been recovered. (j) In no event shall the Indenture Trustee have be responsible or liable for any responsibility to monitor CarMax’s compliance with failure or be charged with knowledge delay in the performance of the risk retention rules its obligations hereunder arising out of 17 CFR Part 246or caused by, nor shall directly or indirectly, Force Majeure; it be liable to any investor, Holder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effect. (h) Any permissive right or privilege of being understood that the Indenture Trustee hereunder shall not be deemed use reasonable efforts which are consistent with accepted practices in the banking industry to be or otherwise construed resume performances as a duty or obligationsoon as practicable under the circumstances. (i) The Indenture Trustee shall not be liable for the failure to perform its duties hereunder if such failure is a direct or proximate result of another party failing to perform its duties.

Rights of Indenture Trustee. (a) The Indenture Trustee hereby accepts the appointment by the Owner Trustee (i) as the Owner Trustee's authenticating agent with respect to the Equity Certificate, (ii) as the Certificate Registrar and (iii) as the Paying Agent for the Equity Certificate. (b) 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 Personperson. The Indenture Trustee need not investigate any fact or matter stated in the document. (bc) Before the Indenture Trustee acts or refrains from acting, it may request and shall be entitled require an Officer's Certificate (with respect to receive an Issuer’s Certificate factual matters), advice of counsel or an Opinion of Counsel, as applicable. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an Issuer’s Certificate such Officer's Certificate, advice of counsel or Opinion of Counsel. (cd) The Indenture Trustee in any of its capacities 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, nominee and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, of any such agent, attorney, attorney or custodian or nominee appointed by the Indenture Trustee with due care by it hereundercare. (de) 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 Trustee's conduct does not constitute willful misconduct, negligence or bad faith. (ef) 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. (fg) The Indenture Trustee shall, upon the occurrence of an Event of Default (that has not been cured), exercise the rights and powers vested in it by this Indenture in a manner consistent with Section 6.01; provided, however, that the Indenture Trustee shall be under no obligation to exercise institute, conduct or defend any litigation under this Indenture or in relation to this Indenture, at the request, order or direction of any of the rights or powers vested in it by this Indenture at the request or direction Holders of the Noteholders Notes, pursuant to the provisions of this Indenture, unless such Noteholders Holders of Notes shall have offered to the Indenture Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities which might that may be incurred by it in compliance with such request therein or directionthereby. (gh) The Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bondapproval, debenture bond or other paper or document, but unless so requested by the Holders of Notes evidencing not less than 25% of the Outstanding Amount of the Notes; provided, however, that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of 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 not reasonably assured to the Indenture Trustee shall determine by the security afforded to make such further inquiry it by the terms of this Indenture or investigationthe Pooling and Servicing Agreement, it shall be entitled to examine the books, records and premises of the Issuer, personally or by agent or attorney. In no event shall the Indenture Trustee have any responsibility may require reasonable indemnity against such cost, expense or liability as a condition to monitor CarMax’s compliance with or so proceeding; the reasonable expense of every such examination shall be charged with knowledge of paid by the risk retention rules of 17 CFR Part 246Person making such request, nor shall it be liable to any investoror, Holder, or any party whatsoever for violation of such rules or requirements or such similar provisions now or hereafter in effect. (h) Any permissive right or privilege of if paid by the Indenture Trustee hereunder Trustee, shall not be deemed to be or otherwise construed as a duty or obligationreimbursed by the Person making such request upon demand. (i) The right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture shall not be construed as a duty, and the Indenture Trustee shall not be liable answerable for other than its negligence or willful misconduct in the failure to perform its duties hereunder if performance of such failure is a direct or proximate result of another party failing to perform its dutiesact.